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Dcnr Rtkl Request i

Dcnr Rtkl Request i

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Published by Jan Jarrett
Negotiations between DCNR and Anadarko to gain access to the Loyalsock State Forest for gas drilling
Negotiations between DCNR and Anadarko to gain access to the Loyalsock State Forest for gas drilling

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Published by: Jan Jarrett on Mar 08, 2013
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M-SDMA O&G Surface Development Management Agreement

Commonwealth of Pennsylvania Department of Conservation and Natural Resources Mineral Division, Bureau of Forestry

P.O. Box 8552
Harrisburg, PA 17105-8522

Contract No. M-600060-20

SURFACE DEVELOPMENT MANAGEMENT AGREEMENT THIS SURFACE DEVELOPMENT MANAGEMENT AGREEMENT, hereinafter (“Agreement”) made and entered into on this day of , 201_, by and between the COMMONWEALTH OF PENNSYLVANIA (“Commonwealth”), acting through the DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES, hereinafter designated “Department” and ANADARKO E&P COMPANY LP, with its principal place of business at P.O. Box 1330, Houston, TX 77251-1330,and ANADARKO MARCELLUS MIDSTREAM, L.L.C., with its principal place of business at P.O. Box 1330, Houston, TX 77251-1330, and authorized to do business within the Commonwealth of Pennsylvania, hereinafter collectively designated “Operator”. Department and Operator may hereinafter be referred to individually as “Party” and/or collectively as “Parties”. WITNESSETH: WHEREAS, the Commonwealth acquired approximately 25,840 acres in Lycoming and Sullivan Counties, Pennsylvania by the deed of March 28, 1933, from the Central Pennsylvania Lumber Company. This land is managed by the Department as part of the Loyalsock State Forest; and WHEREAS, the Pennsylvania Supreme Court in Belden & Blake Corp. v. Commonwealth, 969 A.2d 528 (Pa. 2009), reiterated the common law generally in Pennsylvania regarding the relationship between surface estate owners and subsurface or mineral estate owners and stated that the subsurface owner has the right to enter upon the surface estate as necessary to access the subsurface estate but that the right of entry must be exercised with due regard to the surface owner and that the surface owner may seek reasonable conditions as to that access; and the Commonwealth Court in Moore v. Commonwealth, 566 A.2d 905 (Pa. Cmwlth. 1989), held as to certain tracts of land within the Loyalsock State Forest that the right to enter upon the subsurface estate for accessing oil, coal and gas deposits expired upon the conclusion of the fifty year term specified in the provisions of the deed for those tracts and that any common law implied right to use the surface was superseded by the express language in the deed; in recognition of these holdings the Parties enter into this Agreement to allow development with reasonable conditions of Operator‟s oil and gas rights within the Loyalsock State Forest in a manner that balances resource protection, conservation and economic development. WHEREAS, Operator now owns a 50 percent interest in the gas rights on the approximately 25,840 acres currently managed as part of the Loyalsock State Forest. The remaining 50 percent interest in the gas rights has been leased by the owner of those rights to Southwestern Energy Production Company (SEPCO); and, WHEREAS, [relationship between Anadarko and SEPCO]; and, WHEREAS, the Department desires to have Operator‟s oil and gas development activity on the Loyalsock State Forest conducted in a manner consistent with the Department‟s duty to protect the natural resources and public use of State Forest lands pursuant to the Conservation and Natural Resources Act (Act of June 28, 1995, P.L. 89, No. 315) and Article I, Section 27, of the Constitution of the Commonwealth of Pennsylvania, which provides:
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M-SDMA O&G Surface Development Management Agreement

The people have a right to clean air, pure water, and to the preservation of the natural, scenic, historic and aesthetic values of the environment. Pennsylvania‟s public natural resources are the common property of all the people, including generations yet to come. As trustee of these resources, the Commonwealth shall conserve and maintain them for the benefit of all the people. NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein, and intending to be legally bound, the Parties agree as follow: 1. SURFACE USE TERM

1.1 Department hereby grants to Operator the right and privilege of entering upon the surface of the tracts within the Loyalsock State Forest, containing approximately 25,840 acres of land in Lycoming and Sullivan Counties, Pennsylvania, (hereinafter the “Tracts”), as shown on the map attached hereto as Exhibit “A” and described through the warrants and legal description attached hereto as Exhibit “B”, solely for the purpose of finding, producing, and removing oil and gas from the tract in accordance with the terms and conditions set forth herein. 1.2 Operator hereby agrees to comply with the terms and conditions of this Agreement on the Tracts within the Loyalsock State Forest, containing approximately 25,840 acres of land in Sullivan and Lycoming Counties, as also shown on the map attached hereto as Exhibit “A” and described through the warrants and legal description attached hereto as Exhibit “B”. 1.3 This Agreement shall remain in force for ten (10) years from the date first written above (the “Effective Date”), subject to the conditions hereinafter set forth, and shall continue thereafter so long as Operator conducts oil and gas drilling and/or production operations upon the Tracts or Operator is engaged in the abandonment of these operations or removal of equipment therefrom. On termination of this Agreement by surrender, forfeiture, or otherwise, Operator shall have one hundred eighty (180) days after operations have ceased in which to remove all equipment and restore the Tracts to its original condition or as near to its original condition (as of the date herein), as possible. If additional time is needed, Operator must obtain written consent from Department. Should Operator fail or refuse to remove his property during the prescribed period, Department may at its option do so at Operator‟s expense.2. SURFACE CONSIDERATION PAYMENT 2.1 In consideration for the right to enter upon the Tracts for oil and gas development, Operator shall pay Department the sum of Fifteen Million Dollars ($15,000,000.00) (“Consideration”). This sum is payment in full for the 500 acres, more or less, of surface disturbance described in the Loyalsock State Forest Development Plan (“Plan”) attached hereto as Exhibit “F”. Operator agrees to pay the full Consideration upon the execution of this Agreement. All payments are to be made out to the COMMONWEALTH OF PENNSYLVANIA and should be submitted to the following address: Rachel Carson State Office Building Bureau of Forestry Minerals Division P. O. Box 8552 Harrisburg, PA 17105-8552 3. INTERPRETATION
2

Comment [LBC1]: Anadarko has deleted this provision 1.4, because it is already covered in Section 23.1 below.

M-SDMA O&G Surface Development Management Agreement

3.1 In case of ambiguity, the agreement shall always be construed in favor of the Commonwealth and against Operator. 3. LAWS, RULES AND REGULATIONS

3.1 Nothing in this Agreement shall in any way be so construed as to impair the powers, privileges or duties of the Commonwealth, or its representatives, in the execution of the laws of the Commonwealth or the United States or the applicable rules and regulations promulgated thereunder, now in force or hereafter enacted or adopted. 3.2 The Operator is solely responsible for obtaining any and all local, State or Federal permits or other approvals necessary for and associated with any of the operations related to this Agreement, and shall be held liable by the Commonwealth, any agency of the Commonwealth, or any other local or Federal authority for the violation or non-compliance of any relevant laws, rules, and regulations. 3.3 Operator shall strictly adhere to all rules, regulations and requirements governing the withdrawal and use of surface and ground waters, including, but not limited to, those administered by the Department of Environmental Protection (“DEP”), the Susquehanna River Basin Commission, the Delaware River Basin Commission, and any other river basin commission, agency or authority having designated jurisdiction of the waters of the Commonwealth. In addition, Operator shall obtain written authorization from the District Forester, not to be unreasonably withheld, prior to using surface or groundwater located onfrom the Tracts as a take point for hydraulic fracturing or any other well drilling or well development operations. 3.4 This Agreement does not constitute an estate or interest in submerged lands pursuant to Section 15 of the Dam Safety and Encroachment Act, act of November 26, 1978, P.L. 1375, No. 325, as amended, 32 P.S. § 693.15.

4.

INDEMNITY AND HOLD HARMLESS

4.1 Operator shall, during the term of this Agreement, indemnify and hold harmless Department from and against all detriment, damage, loss claims, demands, suits, expenses, or other claims of any kind whatsoever which Department may sustain, suffer, or be subject to directly or indirectly by reason of the location, obstruction, presence, maintenance, renewal, or removal of the operations permitted by this Agreement or resulting therefrom. 4.2 No provision of this Agreement shall be construed to be a waiver by the Department of its right to assert a defense of sovereign immunity to any claim for damages, pursuant to the authority contained in the JARA Continuation Act of 1980, Act of October 5, 1980, Public Law 693, No. 142, as amended, or any other legal authority established in the Commonwealth which permits use by the Commonwealth of a sovereign immunity defense. 5. LIABILITY

5.1 Operator shall be alone liable and responsible for any pollution or other damage to any portion of the environment in or adjacent to the Tracts which occurs as a result or consequence of Operator‟s occupation and use of such tracts, regardless of whether or not such pollution or damage is due to negligence or to the inherent nature of Operator‟s operations, unless an independent intervening cause is found to be the sole proximate cause of the pollution or damage. Any action for civil damages on account of such pollution brought by Department against Operator shall not bar Department from bringing other actions under The Clean Streams Law or
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M-SDMA O&G Surface Development Management Agreement

other pertinent State or federal laws, rules, or regulations. The Department shall not be liable to Operator for any time during which the Tracts cannot be used. 6. ASSIGNMENTS

Comment [LBC2]: Anadarko deleted 6.2, because it has been moved to 11.8.

6.1 Operator shall not use, or allow to be used, the Tracts for any purpose other than those specifically authorized by this agreement and shall not assign or sublet the use of the surface of the Tractsthe Agreement in whole or in part at any time or from time to time without the prior written consent of Department, not to be unreasonably withheld or delayed. Operator shall make application to the Department to obtain such consent in writing accompanied by a plat describing the land to be assigned and the interest therein if less than the whole, together with the interest retained by assignor. Assignee shall agree in writing to be bound by all of the terms and provisions of the Agreement and shall furnish a surety or performance bond satisfactory to Department. Upon Department‟s consent to the assignment and assignee‟s assumption of all liability under this Agreement arising or accruing subsequent to the date of such assignment as to the part or parts so assigned, Operator shall be released from all such liability; and assignee shall be deemed to have assumed and be responsible for the covenants, conditions, and obligations of this Agreement as to the part or parts assigned. In the event that a portion only of the Tracts is assigned, the default of any of the covenants, conditions, or obligations of this Agreement by one of the holders of a portion of the Tracts created by an assignment will not affect the interests of a party not in default. Notwithstanding the foregoing, this provision Section 6.1 shall not apply in the event Operator is assigning the Agreement in whole or in part to an affiliate or wholly owned subsidiary or changing the name of Operator to a new entity. 6.2 In the event that the Operator enters into a “Farmout Agreement” with a third party for the purpose of allowing a “Farmee” to explore, develop, or produce oil and gas from the Tracts, or any portion thereof, Operator shall be liable for enforcing all the provisions of this Agreement, including the posting of the required plugging sureties for each and every well drilled and operated by the Farmee. Although the Department recognizes a right of the Operator to farmout its fee oil and gas interests or portions thereof from time-to-time, Department will hold the Operator solely responsible for the enforcement of all the provisions of this Agreement.

7.

FINANCIAL SECURITY
Comment [LBC3]: Anadarko‟s changes in 8.1 and 8.2 are simply to clean them up. 8.1 should cover restoration and performance. 8.2 should cover plugging and abandoning.

7.1 PERFORMANCE AND RESTORATION SECURITY – Upon execution of this Agreement, Operator shall provide Department with financial security in a form acceptable to Department (i.e., surety bond, irrevocable letter of credit with evergreen provisions, bank certificate of deposit, etc.) for the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) to assure faithful performance by Operator of the covenants of this Agreement. The performance and restoration security shall be further conditioned that, in the event Operator shall fail to remove its equipment and machinery or restore all surface areas used by Operator related to wells or properly abandon all wells within one (1) year from the termination of this Agreement, Commonwealth can execute upon the performance and restoration security provided to pay for cost of removal of the equipment and machinery and restoration of the surface areas and re-vegetation to the satisfaction of the District Forester and proper abandonment of the well or wells. In addition, the performance and restoration security shall be conditioned in favor of the Commonwealth for all damages that may arise as a result of fires, accidents, pollution, or any other causes brought about by Operator or Operator‟s agents occupying the Tracts and in the use of designated Loyalsock State Forest roads for the purpose of Operator‟s operations hereunder. 7.2 WELL PLUGGING AND RESTORATION SECURITY - Upon the Operator‟s
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M-SDMA O&G Surface Development Management Agreement

decision to keep a newly drilled well, Operator shall provide Department with financial security in a form acceptable to Department (i.e., surety bond, irrevocable letter of credit with evergreen provisions, bank certificate of deposit, etc.) in an amount equal to or exceeding the reasonably expected estimated total cost of plugging and abandoning the well and restoring all surface areas used by Operator related to the well one (1) year after its completion as a producer or shut-in well. This well plugging and restoration security shall remain in effect until the plugging and abandonment of the well has been completed in compliance with applicable state law and the surface areas have been restored and re-vegetated to the satisfaction of District Forester. Department agrees to accept a blanket security for all of the wells in lieu of individual security per well. The minimum well plugging and restoration security coverage per well acceptable to Department as of the date of this Agreement is as follows and shall be based on the well‟s measured depth (MD), regardless of its true vertical depth (TVD): Measured Depth (MD) Less than 5000‟ 5000‟ to 8500‟ 8500‟ to 10,000‟ 10,000‟ and Deeper Minimum Surety Amount $ 10,000 $ 30,000 $ 50,000 $100,000

7.3 Every five (5) years during the term of this Agreement, and effective on the anniversary of the Effective Date of this Agreement, new financial security amounts may be instituted at the option of Department by notice in writing from Department to Operator at least six (6) months prior to the anniversary date. Such new security amounts shall equal the original security amounts set forth in paragraphs 7.1 and 7.2 herein adjusted for inflation so that the security amounts will adequately cover the expected financial security obligation costs prevailing at the time of adjustment. The new adjusted security amounts will be rounded off to the nearest ONE THOUSAND DOLLARS ($1,000.00) and will be computed by multiplying the original security amounts set forth herein by a ratio derived from the Producers Price Index for All Commodities using a base of 1982 = 100, compiled and issued monthly by the U.S. Department of Labor‟s Bureau of Labor Statistics, as follows: The numerator of the ratio shall be the index number for the item “All Commodities” for the month appearing in the issue of the index most recently preceding the anniversary when the security adjustment is made. The denominator of the ratio shall be the index number for the item “All Commodities” for the month of June 2012. The Parties agree that such index number is 200.4. If the base period of such index should change to other than 1982 = 100, the aforementioned numerator shall be adjusted by the usual method of linkage of base periods to the end that the ratio shall accomplish its purpose; namely, to adjust the dollar amount of the security or securities for changes in the price level between the date of this Agreement and the date when the adjustment is made. In the event such monthly index should be discontinued, or a new or revised one substituted therefore by the Bureau of Labor Statistics or other agencies of the United States of America, such new or revised or other similar index shall be used for the purpose of computations as described in this paragraph, using such conversion factors or other devices which may be generally recognized or adopted in connection with requirements based on this index. 8. COMPREHENSIVE AND POLLUTION LIABILITY INSURANCE
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M-SDMA O&G Surface Development Management Agreement

8.1 Operator shall, at its sole expense, provide and maintain in full force and effect during the term of this Agreement general comprehensive liability insurance in an amount consistent with industry standards, but not less than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) for each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate, which shall cover Operator and Department for damage claims including, but not limited to, personal injury, accidental death, and property loss that may arise from operations conducted under this Agreement or any occurrence on or about the Tracts whether such operations are by Operator or anyone directly, or indirectly, employed by Operator. Department shall be named as additional insured as their interests may appear on Operator‟s liability insurance. Operator shall also maintain equivalent insurance coverage for the operation of its motor vehicles. Operator shall, at its sole expense, provide and maintain in full force and effect during the term of this agreement such pollution liability insurance as shall protect the Commonwealth, the Operator and its contractors, if any, from claims of environmental impairment and pollution that may arise during the execution of this agreement. The amount of pollution liability insurance shall be consistent with industry standards, but not be less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Department shall be named as additional insured as their interests may appear on Operator‟s liability insurance. 8.2 Operator or its insurer shall be liable to Department for any damage done to Commonwealth property as the result of Operator‟s operations. 8.3 Operator shall provide Department with a certificate of insurance for its comprehensive general liability insurance and pollution liability insurance demonstrating the above coverage prior to beginning its operations on Tracts. 8.4 Operator shall advise Department of the cancellation of any insurance policy or surety bond required by this agreement immediately upon receipt of notice by Operator of the cancellation and in no event later than the effective date of the cancellation. 8.5 Operator shall provide Department, upon Department‟s request, proof of current insurance policy in full force and effect as described in Section 8.1 8.6 Operator has the right to self-insure for all coverage named in Section 8. Operator shall provide Department with a Certificate of Insurance. 9. DEEP WELL CONTROL INSURANCE AND SAFETY

9.1 Prior to the beginning of well-drilling operations on a true vertical depth (TVD) well of 10,000 feet or deeper, Operator shall acquire well-drilling insurance coverage in an amount estimated to be sufficient as specified below to cover control of well, seepage and leakage, pollution, cleanup and contamination, unlimited redrilling and/or reworking expenses, and equipment in Operator's care, custody and/or control. This insurance coverage shall be continuously maintained until the cessation of any well-drilling operations, well-reworking operations, well-completion operations and well-to-pipeline-hookup operations. Operator shall have Department listed as an additional insured on its well-drilling insurance policy. 9.2 Operator shall obtain well-drilling insurance in an amount consistent with industry standards, but not less than TWENTY MILLION DOLLARS ($20,000,000.00), for wells drilled into the Trenton-Black River formation unless Department waives or modifies this amount in writing upon Operator‟s request. 9.3 Operator shall provide a complete copy of the Well Control Insurance Policy to
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M-SDMA O&G Surface Development Management Agreement

Department and shall not commence well drilling operations until Department has given its written acceptance of the Well Control Insurance Policy. Operator shall not seek to terminate the well-drilling insurance coverage without prior written approval of Department. The policy shall provide that Operator shall comply at a minimum with the technical and regulatory well drilling requirements applicable in Pennsylvania. 9.4 Operator has the right to self-insure for all coverage named in Section 9. Operator shall provide Department with a Certificate of Insurance. 10. OPERATIONS, PROTECTION AND CONSERVATION

10.1 Operator submits herewith to the Department, with a copy to the District Forester, conceptual development plans for the Tracts in order to provide the Department with the opportunity to identify concerns and facilitate early resolution. 10.2 Operator shall submit to the Department, with a copy to the District Forester, detailed written plans for any proposed construction on the Tracts at least ninety (90) days prior to the planned commencement of such construction unless, upon due cause shown, Department waives the ninety (90) day requirement and allows a shorter, but reasonable, time for review. In the event the Department does not address any concerns within the ninety (90) day time frame, the Department will be deemed to have accepted the plans as proposed. Such plans shall, at a minimum, provide a plat showing the location of the proposed well pad and all associated infrastructure to be constructed, including but not limited to road, pipelines, compressor stations, safety system communication infrastructure, soil erosion and sedimentation control plan, which shall include post-construction storm water management and restoration plans, antenna, safety poles and fresh water impoundments. Operator shall also submit to the Department, with a copy to the District Forester, for review information regarding any species or ecological resources of special concern identified, any correspondence with jurisdictional agencies related to the protection of such resources, any ecological surveys performed, any wetland delineations completed, and any other information available relating to the natural resources on the surface areas to be disturbed. Operator shall also submit for review its plans for restoration of the surface areas disturbed during natural gas development.

10.3 Operator shall carry on all operations under this Agreement with all due diligence and in a good and workmanlike manner, in accordance with the best and most up-to-date gascustomary and reasonable field practices. 10.4 Operator is responsible for conducting its operations in such a manner so as not to interfere with the rights and interests of other Operatorss in the Tracts or the State Forest landson the State Forest roads located in the vicinity of the area covered by this Agreement. .5 Prior to earthmoving, Operator shall prepare a soil erosion and sedimentation control plan, which shall include post-construction storm water management and restoration plans, as required by the Pennsylvania Department of Environmental Protection (“DEP”) or the applicable County Conservation District office. The plans shall be provided electronically and in hard copy to the District Forester and DCNR Central Office for comment on said plans prior to submission to DEP. Department shall have fifteen (15) working days to provide comments to Operator. In the event the Department does not address any concerns within the fifteen (15) working day time frame, the Department will be deemed to have accepted the plans as proposed. 10.5 Operator shall construct a fence according to District Forester specifications
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M-SDMA O&G Surface Development Management Agreement

around all potentially dangerous surface structures or equipment to prevent public access, including any fencing deemed necessary by the District Forester to protect the public. All equipment which is unguarded and unfenced shall be posted with hazard warning signs. 10.6 Operator shall conduct all operations in compliance with the following:

(a) STIPULATIONS FOR PROTECTION AND CONSERVATION OF LOYALSOCK STATE FOREST LANDS set forth in Exhibit “C”, attached hereto and made a part hereof; (b) INVASIVE PLANTS AND REVEGETATION GUIDELINES FOR LOYALSOCK STATE FOREST LANDS set forth in Exhibit “D”, attached hereto and made a part hereof; (c) SURFACE DEVELOPMENT MANAGEMENT AGREEMENT ACCESS ROAD SPECIFICATIONS FOR LOYALSOCK STATE FOREST LANDS, identified as Exhibit “E”, attached hereto and made a part hereof; 5.1 PERMITTED HAULING FOR DESIGNATED ROADS MAP, identified as Exhibit “F”, attached hereto and made a part hereof; 5.2 APPLICATION FOR ANTENNA SITE ON STATE FOREST LAND, identified as Exhibit “F”, attached hereto and made a part hereof. 10.7 Operator is advised that heavy hauling restrictions may be placed on Loyalsock State Forest roads during certain times of the year when conflicts are greatest between Operator‟s operations and the recreation opportunities offered on Loyalsock State Forest lands. Loyalsock State Forest Districts with active gas operations will provide written formal notification of potential high conflicts to all operators to aid in their planning and scheduling. The Department defines heavy hauling as trucks with a hauling capacity greater than one (1) ton often necessary for activities including, but not limited to, rig moves, water trucking, and hydraulic fracturing. Heavy hauling and seismic testing activities on Loyalsock State Forest lands will be prohibited on the following approximate dates: • • • • • • • • • • • • Opening weekend of trout season in mid April Opening weekend of youth spring gobbler season in late April Opening weekend of regular spring gobbler season in mid April to early May Memorial Day weekend on the last Monday of May and the preceding weekend days Fourth of July holiday or weekend Labor Day weekend Regular bear season in mid November Regular firearms deer season in late November to early to mid December Opening day of deer archery season Opening day of youth/special use hunting Opening day of early muzzleloader season Special activities or events on Loyalsock State Forest as identified by the District Forester
Formatted: Numbered + Level: 1 + Numbering Style: a, b, c, … + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0"

The District Forester in each district will publish and make available at the earliest time possible the detailed dates and times of the above listed events to the Operator such that the Operator shall have sufficient time to plan its operations to accommodate and minimize the conflicts. The Department shall not be liable to Operator for these specified times of limited use. 10.8 Operator shall quantify the existing ambient noise level at the proposed compressor location by establishing the equivalent sound level (Leq) for a consecutive twenty-four hour
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M-SDMA O&G Surface Development Management Agreement

period during “leaf off” conditions. a. The Leq shall be measured a point 300 feet from the proposed location of the compressor during project planning stages. b. The operating noise level of the compressor station shall not exceed an Ldn of 55db(A) at any distance greater than 300 feet from the compressor building. The operator will be required to utilize available technologies and sound mitigation strategies to assure compliance with this standard. To the extent possible, Operator shall establish vegetative screening around the perimeter of the construction footprint at the direction of the Forest District Manager. 10.9 This Agreement does not authorize the construction of wastewater treatment facilities that require a WMGR-123 permit as issued by PA Department of Environmental Protection on the Tracts. To the extent that Operator desires to construct such facilities on the Tracts, Operator must submit a request to the Department providing detailed information regarding the need for and nature of such facilities. If the Department approves of such facilities, the Department and Operator shall negotiate a separate agreement related to such facilities. 11. DRILLING RESTRICTIONS

11.1 Under Department‟s multiple use policy, the surface Tracts are continuously used for recreation, conservation and other purposes, and many other Department-authorized activities may be in progress on the Tracts. Hence, Operator shall conduct its operations so as to minimize interference with the other Department authorized activities on the Tracts and shall comply with the following restrictions. Other than what is set forth in the Plan, no earth disturbance activities related to natural gas development are permitted on the surface within: (a) 200 feet of any building; (b) 200 feet of any stream, wetland or body of water; (c) 300 feet of any stream or other body of water designated by DEP‟s Environmental Quality Board as being Exceptional Value Waters; (d) 300 feet of any picnic area or sheltered area which has been so designated by Department; (e) 300 feet of any trail, road, existing right-of-way or defining line of any existing designated scenic viewshed or municipal watershed; or (f) 300 feet of any area of historic value, tree plantation, designated overlook, designated vista or fire tower site. (g) 300 feet of the State Forest boundary line; or (h) 600 feet of the boundary line of State Park lands or State Forest lands designated as Wild and Natural Areas In addition, the Department generally approved the development plan for these Tracts as depicted on Exhibit “F” and Operator shall adhere to the following requirements: (i) Operator is required to carefully coordinate and pre-plan all exploration and development activities within these areas as defined in Exhibit “G” with District Forester and Ecological Services to prevent the unnecessary destruction of species, habitat, or a combination thereof. Additionally, due to the changing nature of the Department‟s environmental databases, such as the Pennsylvania Natural Heritage
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M-SDMA O&G Surface Development Management Agreement

Program (PNHP), Operator should check with District Forester before any construction project is initiated to avoid potential conflicts as these areas are subject to change without notice. Monitoring, mitigation, and/or avoidance measures may be required including, but not limited to, seasonal avoidance buffers or habitat enhancement measures; 11.2 Upon written request by Operator, Department may provide written waiver or modification of any portion of the above restrictions if, in Department‟s judgment, such a waiver or modification is justified and in its best interests. .3 No drilling or production activity, including but not limited to well drilling and construction, pipeline construction, compressor station placement and construction, or road construction shall be permitted on the surface or within the prescribed buffer of any State Park and any State Forest land designated as a Wild Area or a Natural Area as shown on the appropriate boundary demarcation on the surface and no waiver of this provision may be granted12. DRILLING OPERATIONS 12.1 Operator shall submit to Department and to District Forester for their approval as to location, a plat showing the location of each well before drilling is commenced, and no well shall be commenced until a permit has been issued by DEP. 12.2 A legible sign listing the name and address of the well operator, the permit number, the farm name, and well number shall be placed in a conspicuous place near where the access road enters the well location. In addition, a legible sign listing the name of the operator and well number shall be attached or painted on the pumping unit, wellhead or meter box of each well. 12.3 Operator, its agents, contractors and subcontractors, and employees of contractors and subcontractors, shall not allow the well to blow openflare for over twenty-four (24) hours after drilling, except in case of an emergency. Operator shall, at all times, conduct prudent drilling operations including the setting and cementing of casing in such a manner as will permit the production of gas, and liquid hydrocarbons, without waste and including the taking of all reasonable precaution by the use of proper equipment and drilling practices as will protect persons and property against fires and hazards from blowouts. 12.4 Operator shall take all safety precautions necessary to prevent the uncontrolled escape of hydrogen sulfide (H2S) gas from gas wells and facilities. 12.5 During well drilling and production operations, in order to reduce night lighting pollution in designated dark sky areas, Operator is required to utilize drilling rigs equipped with fully shielded lighting consistent with Occupational Safety & Health Administration (OSHA) regulations and other applicable state and federal requirements. 12.6 Upon written request by Operator, Department may waive, in writing, any portion of the above drilling requirements if, in the Department‟s judgment, such a waiver is justified by new technology or knowledge and/or will be in the best interest of the Commonwealth. 14. WELL RECORDS, LOGS AND REPORTS

14.1 Operator shall keep a daily drilling record which describes the formations penetrated, and the depth and volumes of water, gas, and liquid hydrocarbons found while drilling each well on the Tracts. An accurate well location plat and any other data that are acquired during the drilling and completion operations for each well, including but not limited to those items listed in Section 15 (Confidentiality), shall be provided to the Department within ninety (90) days of the
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M-SDMA O&G Surface Development Management Agreement

data‟s collection, or upon oral or written request by the Department and within a timeframe specified by the Department. All above-described data shall be submitted in both hard-copy and digital forms. Digital well logs shall be submitted in .LAS format. 1. Upon Department‟s request, samples of all formations penetrated and parts of cores taken, accurately labeled with the API number of the well and depth interval of collection, shall be furnished to Department at Operator‟s expense within one (1) year after completion of each well. 2. If the Operator collects rock samples including but not limited to whole rock core, parts of core, and cuttings from any well borehole(s) on the Tracts and no longer plans to retain the samples at its own or contracted storage facility, Operator must first offer the rock samples to the Department before their disposal or sale. The rock samples shall be accurately labeled with the API number of the well and depth interval of collection. The Department shall make arrangements for the transportation of any rock samples it requests at its own expense. 13. CONFIDENTIALITY
Formatted: Indent: Left: 0", Numbered + Level: 1 + Numbering Style: 1, 2, 3, … + Start at: 2 + Alignment: Left + Aligned at: 0" + Indent at: 0"

13.1 Records that Operator provides to the Department may be subject to public disclosure under the Pennsylvania Right-To-Know Law, act of February 14, 2008, P.L. 6, No. 3, 65 P.S. § 67.101 et seq. Operator shall advise Department in writing of any records submitted pursuant to this Agreement that contain trade secrets or confidential proprietary information. Department shall maintain such records solely for use by the Commonwealth as provided below and shall not disclose such records to any third party unless Operator consents or Department is directed to do so pursuant to a court order. The Department shall notify Operator of any request received for such records.

13.2 Subject to Section 13.1 above, the Plan, this Agreement, all terms and conditions contained herein, all reports provided as required hereunder, as well as any Exhibits attached hereto, shall be kept confidential by the Commonwealth and the Department for the term of this Agreement. In the event the Commonwealth or the Department breaches this Section 13.2, equitable relief shall not be exclusive of other remedies to which Operator is entitled at law or in equity. Commonwealth and Department will be liable to Operator, its representatives and affiliates for costs, expenses and damages (including but not limited to attorney's fees and court costs) associated with claims arising out of the breach of this Section 13.2 by Commonwealth or Department, its representatives and employees. Commonwealth and Department acknowledge that its breach of this Section 13.2 would irreparably harm Operator and agrees that money damages would not be a sufficient remedy for its breach. In addition to all other remedies, Operator shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. 13.3 Neither the Department, Commonwealth nor Operator shall issue any media release or make a public announcement relating to this Agreement without the prior written approval of the other parties.
13.4 This Agreement shall not be recorded of public record, rather a Memorandum of Surface Development Management Agreement shall be executed by all the Parties and recorded in the public records of Lycoming and Sullivan Counties, Pennsylvania in the form attached hereto as Exhibit “K”.

14.

PIPELINES
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M-SDMA O&G Surface Development Management Agreement

14.1 Any proposed pipeline that will exceed twenty-four (24) inches in diameter must be approved, in writing, prior to construction by both the District Forester and the Minerals Division of the Bureau of Forestry. 14.2 Operator is granted the right to lay any necessary pipelines on or under the Tracts; however, a route map for each line shall be submitted to the District Forester as to location prior to the laying of that line.Operator‟s Midstream company, ANADARKO MARCELLUS MIDSTREAM, L.L.C., with its principal place of business at P.O. Box 1330, Houston, TX 77251-1330, is granted the right to lay any necessary piplines on or under the Tracts and will enter into the Department‟s Right of Way agreement as shown in Exhibit “K”. ANADARKO MARCELLUS MIDSTREAM is granted the right to lay any necessary and midstream pipelines on or under the Tracts; however, a route map for each line shall be submitted, upon request and for approval, to the District Forester as to location prior to the laying of that line. Where Operator‟s pipelines cross State Forest land not already leased to Operator, Operator must enter into the customary pipeline right-of-way agreement with Department. 14.3 Operator shall, at all times during the continuance and transportation of gas, water and liquid hydrocarbons, manage, maintain, and repair its pipelines and equipment to avoid any leaks or waste of gas, water and liquid hydrocarbons. 14.4 The District Forester will work with the Operator to designate prior to construction where pipeline crossings will be necessary to access timber stands. The Operator agrees that these crossings will be traversed in the future for timber harvest hauling. 15. SEISMIC SURVEYS

15.1 Operator, its agents, contractors and subcontractors, and employees of contractors and subcontractors shall have the right to conduct seismic surveys over and across the Tracts. Prior to conducting any seismic work, Operator shall submit for approval, not to be unreasonably withheld, to the District Forester, a map showing the proposed location of each and every seismic line. 15.2 When Operator's seismic lines cross State Forest lands, Operator must obtain a separate seismic survey agreement from Department. The Department can execute upon the performance and restoration security required in Section 7 (Financial Security) of this Agreement for all damages that may arise as a result of Operator‟s seismic surveys. 18. TEST OF WELL ECONOMY

18.1 For purposes of this agreement, if a gas well does not produce more than an average of one (1) thousand cubic feet per day (Mcf/day) of natural gas in a calendar year (calculated by dividing its annual production in Mcf by 365 days), it shall be considered uneconomic (i.e., not in paying quantities) to maintain and operate; and if during the following calendar year gas production from the well also fails to exceed a one (1) Mcf/day average, Operator shall plug and abandon the well as per Section 19 (Plugging), and restore the wellsite and access road to the satisfaction of District Forester, all no later than six (6) months after the end of the following calendar year. This provision shall apply to all wells drilled or operated by Operator on the Tracts, whether the wells are shut-in or producing. Department may, at its sole discretion and in writing, waive all or part of the requirements of this provision of the agreement, if in Department‟s judgment such a waiver is warranted by economic conditions or other circumstances, and is deemed to be in the best interest of the Commonwealth
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16.

PLUGGING

16.1 Operator shall properly and effectively plug all wells drilled under the terms of this Agreement on the Tracts before abandoning, in accordance with the requirements of the DEP and all applicable state and federal laws, rules and regulations. 16.2 For any well drilled under the terms of this Agreement which shall be plugged, Operator shall provide a proposed plugging plan to Department and shall obtain written approval of the plan from the Department prior to filing a notice of intent to plug with the DEP. In the case of an emergency requiring a well to be plugged immediately, prior approval by the Department is not required provided that plugging is completed as directed by the DEP or another appropriate state or federal authority. 16.3 In no case shall brush plugging be proposed or be used to plug any wells drilled under the terms of this Agreement. 16.4 A copy of the Certificate of Well Plugging showing the plugging procedure used and submitted to the DEP shall be supplied to the Minerals Division, Bureau of Forestry for each well plugged and abandoned. In addition, upon completion and plugging of a well, a permanent marker of concrete or any other marker approved by Department shall be erected over the well. The marker shall extend from ten (10) feet below the surface to at least two (2) feet above the surface. The name of the person, firm, company, or corporation by whom the well was drilled and the number of the well shall be stamped, cast, or otherwise permanently made a part of the marker. The erection of the marker shall in no way interfere with the vent pipe if one is required. 16.5 Failure to comply with the above plugging requirements may result in forfeiture of the well plugging financial security set forth in Section 7.2 to fund the proper plugging of the well or wells by Department and/or termination of this agreement. 17. DEPARTMENT’S TERMINATION

17.1 If Operator fails or refuses to pay any Consideration due under the terms of this Agreement or violates or fails to perform any other term or condition of this Agreement within thirty (30) calendar days after Operator‟s receipt of written notification from Department of such refusal, violation or failure, Department shall have the right to seek termination of the Agreement as a remedy. 18. OPERATOR’S TERMINATION

18.1 Operator may, at any time, or from time to time, and for any reason surrender this Agreement or a portion of the Tracts if Operator is not then in default of any obligations under this Agreement; provided, however, that such surrender must be evidenced by written notice delivered to Department thirty (30) days prior to the effective date thereof, and that Operator has performed all commitments with which Operator is charged to the effective date of surrender. Any amount paid as an advance Consideration payment previous to the effective date of the surrender shall be deemed liquidated damages due Department and shall not be prorated or subject to claim by Operator for return to Operator. 19. FORCE MAJEURE

19.1 In the event that Operator is prevented from complying in a timely manner with any time limit imposed in this Agreement solely because of a strike, fire, flood, act of God, government
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M-SDMA O&G Surface Development Management Agreement

or regulatory action or inaction, or other circumstances beyond Operator‟s control and which Operator, by the exercise of all reasonable diligence, is unable to prevent, then Operator may petition Department for an extension of time. An increase in the cost of performing the obligations set forth in this Agreement shall not constitute circumstances beyond Operator‟s control. Operator‟s financial inability to comply with any of the obligations of this Agreement shall not be grounds for any extension of time. 19.2 Operator shall only be entitled to the benefits of this Section if it notifies Department within five (5) working days by telephone and within ten (10) working days in writing of the date it becomes aware or reasonably should have become aware of the event impeding performance. The written submission shall include all necessary documentation, as well as a notarized affidavit from an authorized representative of Operator specifying the reasons for the delay, the expected duration of the delay, and the efforts which have been made and are being made by Operator to mitigate the effects of the event and to minimize the length of the delay. The initial written submission may be supplemented within ten (10) working days of its submission. Operator‟s failure to comply with the requirements of this Section specifically and in a timely fashion shall prevent Operator from using this Section to excuse any failure to comply with any obligation of this Agreement relating to the particular incident involved. 19.3 Department shall decide whether to grant all or part of the extension requested on the basis of all documentation submitted by Operator and other information available to Department. In any subsequent litigation, Operator shall have the burden of proving that Department‟s refusal to grant the requested extension was an abuse of discretion based upon the information then available to the Department. 20. REMOVAL AND RESTORATION

20.1 Operator shall have one year (1) year after termination, abandonment, or surrender of the Agreement for all or part of the Tracts, in which to plug and abandon all wells; remove all buildings, machinery, equipment, structures, unused surface pipelines, rubbish, and debris resulting from Operator‟s operations; to fill and level all pits; and to the extent practicable, to restore the Tracts (or the part surrendered) to the same condition as when received. If additional time is needed, Operator must obtain written consent from Department. Should Operator fail or refuse to remove its property during the prescribed period, Department may at its option do so at Operator‟s expense. 21. RIGHTS RESERVED BY DEPARTMENT

21.1 Department reserves the right to use the Tracts in any and all respects not specifically limited by the terms of this Agreement so long as such use does not unreasonably interfere with or impede any oil and gas operations conducted by Operator in, on or under the Tracts. 21.2 Department shall not grant or convey to or otherwise allow or permit another party to exercise rights similar or the same as the rights granted hereunder on the Tracts. Department represents that it has not, prior to the execution of this Agreement, granted, conveyed or otherwise allowed or permitted a third party the right to exercise rights similar, superior or the same as the rights granted hereunder to Operator on the Tracts. 22. THIRD PARTIES’ RIGHTS

22.1 The public shall have access to the Tracts at their sole risk, liability and expense, including areas surrounding Operator‟s facilities that do not pose a safety hazard. Operator shall
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M-SDMA O&G Surface Development Management Agreement

control public access to areas that present a safety hazard or as necessary to protect Operator‟s private property. Operator shall set reasonable restrictions on access to such areas and allow public access to observe Operator activities, at their sole risk, liability and expense.26. DISPUTE RESOLUTION 26.1 In the event that Operator wishes to dispute a decision made by Department, the following procedure shall be used: Operator shall notify the Department in writing of the decision in dispute and provide Department with Operator‟s position on the issue, along with all appropriate supporting documentation. Within ten (10) business days from the date of the Department‟s receipt of the Operator‟s written notice of the dispute, Department shall fix a time and place for a conference with Operator to discuss the disputed decision. The conference shall be held within thirty (30) days of the Department‟s receipt of the Operator‟s written notice of the dispute, unless Department and Operator agree to an extension of time for the conference. At such conference, the Director of the Bureau of Forestry or his/her representative shall represent Department. Department may continue the conference if supplemental data, maps or other information are required to evaluate the basis for Operator‟s objections, if further review is needed to ascertain whether a mutually agreed upon settlement is consistent with the terms of the Agreement, or if all parties to the conference agree that a continuance is beneficial to the resolution of the objection. Any agreement(s) reached at the conclusion of the conference or follow-up discussions shall be consistent with the provisions of this Agreement. A record of such agreement(s) shall be documented in writing by the Department, copies of which shall be provided to the Operator, the appropriate District Forester, and all other parties involved. 26.2 In the event that a Party is dissatisfied with the decision(s) made as a result of the dispute resolution conference, it may submit the dispute to an appropriate forum, including a court, for further consideration or review. Any judicial review or court action shall be de novo. 23. CONTRACTOR INTEGRITY PROVISIONS

23.1 Operator agrees to comply with the CONTRACTOR INTEGRITY PROVISIONS FOR COMMONWEALTH CONTRACTS, attached hereto as Exhibit “I”, and made a part hereof. 24. NONDISCRIMINATION CLAUSE

24.1 Operator agrees to comply with the NONDISCRIMINATION PROVISIONS, attached hereto as Exhibit “J”, and made a part hereof. 25. HEADINGS

25.1 The paragraph headings herein are for reference only and are not intended to have any legal force or effect. 26. RELEASE
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M-SDMA O&G Surface Development Management Agreement

26.1 Operator shall not be granted a final release from the terms of this Agreement until all records and reports and other data described above have been provided to the Department, all wells required by the Department to be plugged have been plugged and plugging certificates provided, all other terms of this Agreement have been met, and the District Forester has met with Operator‟s field engineer or other authorized representative on the ground, inspected the premises, and both Parties have signed a Statement of Release indicating that any necessary site restoration has been completed. Said release shall not be unreasonably withheld by the Department. In the absence of a two-party signed Statement of Release, the Department shall accept the District Forester‟s findings based on his/her independent inspection of Tracts. A copy of the release statement will be provided to the Minerals Division, Bureau of Forestry. 27. BINDING EFFECT

27.1 This agreement shall be binding upon and inure to the benefits hereto, and their respective successors and permitted assigns. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, Department and Operator have caused this Agreement to be duly executed and have caused their seals to be hereto affixed and attached by their proper officers, all hereunto authorized, on the date first above written. ANADARKO E&P COMPANY LP

Name: __________________________________ Title: ___________________________________ Tax ID. # 73-0739973

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M-SDMA O&G Surface Development Management Agreement

ANADARKO MARCELLUS MIDSTREAM, L.L.C.

Name: __________________________________ Title: ___________________________________ Tax ID. # 26-4610122 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES Ellen Ferretti Deputy Secretary Parks and Forests
APPROVED AS TO LEGALITY AND FORM: CHIEF COUNSEL DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES OFFICE OF GENERAL COUNSEL OFFICE OF ATTORNEY GENERAL

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT "A" SURFACE DEVELOPMENT MANAGEMENT AGREEMENT DEVELOPMENT MAP FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”)

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT "B" SURFACE DEVELOPMENT MANAGEMENT AGREEMENT DESCRIPTION OF TRACTS FOR LOYALSOCK STATE FOREST LANDS Attached to and made a part of that certain Surface Development Management Agreement dated _______________, (the “Agreement”) by and between COMMONWEALTH OF PENNSYLVANIA (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), ANADARKO E&P COMPANY LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”).

The Tracts consist of a collection of 60 warrants in Lycoming County within the Loyalsock State Forest wherein the Commonwealth of Pennsylvania does not own the subsurface oil and gas fee rights, but does have ownership of the surface as described in the final judgment of the Commonwealth Court entered into the record on June 9, 1989 in the case of Clarence W. Moore versus Commonwealth of Pennsylvania, department of environmental Resources and reaffirmed in the action recorded in the Commonwealth Board of Claims on July 24, 1998 in The Estate of Clarence Moore, et al versus Commonwealth of Pennsylvania, Department of Conservation and Natural Resources. The warrants comprising all the lands subject to the two above legal actionsTracts are so named and described in the following listing:
Warrant Name Jonathan Mifflin Josiah Harmor Mary Garity Benjamin Smith William Lewis Michael Hilligus James Bayard John Bayard Hugh Lenox William Shaw Samuel Dale Daniel Delaney John Hawkens Clement Biddle Tench Francis Thomas Afflick George Tudor Sampson Levy Joseph Fox George Barclay Robert Rankin Daniel Long Stephen Bayard William Barton Robert Smith Samuel Miles Jr. Jacob Morgan William Stewart Acres* 451 477 451 411 422 455 411 216 154 407 466 407 407 470 499 437 470 433 470 396 393 470 404 459 411 385 389 378 Township Plunketts Creek Cascade & McNett Cascade & McNett Cascade & McNett Cascade & McNett Cascade & McNett McNett McNett McNett McNett Cascade & McNett Cascade & McNett Cascade & McNett Cascade Cascade Cascade Cascade Cascade Cascade Cascade Cascade & McIntyre McNett McNett McNett McNett McIntyre McIntyre McIntyre

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M-SDMA O&G Surface Development Management Agreement Michael Grettz Alderman Roberts David George Edward George Joseph Thomas Peter Miller David Caldwell Jonathan Supple Thomas George Robert Shaw Walter Stewart James Miles Abraham Singer John Price William Chancellor Edward Tylghman William Rawl Thomas Reynolds Edward Cutbush John Singer Aaron Levy James Reynolds Rowland Perry William Hutchinson William Jones Joseph Rakestraw William Grey 5661 5652 5660 James Hutchinson William James 440 385 385 470 393 426 415 422 356 360 411 426 396 462 283 536 481 496 444 235 239 496 466 470 385 462 195 980 796 1,075 0 455 McNett McIntyre Cascade & McIntyre Cascade Cascade Cascade Cascade Cascade Cascade McIntyre McIntyre McIntyre McIntyre McIntyre McIntyre Cascade Cascade Cascade Cascade McIntyre McIntyre Cascade Cascade McNett McNett McNett McNett Lewis & McIntyre McIntyre McIntyre McIntyre Gamble

All totaled the 60 warrants comprise approximately 25,840 acres. The individual warrant acreage an the collective warrant acreage was originally described in the General Stipulations Exhibit from the Board of Hearing 6/19/1986 detailed accounting of individual warrant acreage and status.

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT "C" SURFACE DEVELOPMENT MANAGEMENT AGREEMENT STIPULATIONS FOR PROTECTION AND CONSERVATION LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”)

1. Environmental Quality Control 1.01 Operator shall take all necessary precautions and measures throughout the entire course of this Agreement to insure strict compliance with all applicable federal, state, and local laws and rules and regulations promulgated thereunder, whenever enacted, including but not limited to the following state statutes: the Air Pollution Control Act, as amended (Act of January 8, 1960, P.L. 2119,35 P.S. 4001, et seq.); the Clean Streams Law, as amended (Act of June 22, 1937, P.L. 1987, 35 P .S. 691.1, et seq.); the Solid Waste Management Act, as amended (Act of July 7,1980, P.L. 380, No.97, 35 P.S. 6018.101, et seq.); the Oil and Gas Act, as amended (Act of December 19, 1984, P.L. 1140, No.223, 58 P.S. 601.101 et seq.); and the Surface Mining Conservation and Reclamation Act, as amended (Act of May 31, 1945, P.L. 1198,52 P.S. 1396.1 et seq.). 1.02 Notwithstanding any provision in this Agreement, Operator shall be held liable by the Commonwealth of Pennsylvania, or any agency of the Commonwealth, for the violation of any relevant laws, rules, and regulations. 1.03 Before any surface or subsurface disturbance, Operator shall acquaint itself with all of the applicable rules and regulations governed by each respective Act. 1.04 Prior to undertaking actual mining, drilling, or quarrying, Operator shall confirm, in writing, to Department that it has reviewed and thoroughly understands the applicable requirements as contained in each of the aforementioned Acts. 1.05 During mining, drilling, or quarrying, Operator shall comply with all of the current applicable rules and regulations of the foregoing Acts. Where any of the rules and regulations differ concerning abatement of pollution the more stringent rules shall apply. 1.06 Operator shall, at all times, perform its work in such a manner as to substantially minimize the possibility of polluting the air land or bodies of water with any materials harmful to the environment. 1.07 As development of the Agreement premises progresses and unforeseen circumstances arise that were not evident during the design, emergency pollution control programs shall be put into effect immediately. In such cases further instructions will be issued by Department and will be carried out by Operator. 1.08 The Air Pollution Control Act of the Commonwealth prohibits the burning of any refuse, rubbish, brush, etc. in the designated air basins of the state, except by approval of the Department of

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Environmental Protection‟s respective Regional Air Pollution Control Engineer. Other emissions into the atmosphere are not permitted if they are injurious or hazardous to people, animals, or vegetation. 1.09 Operator shall strictly adhere to all rules and regulations for collection, removal, transportation, and disposal of solid wastes. Littering of the Agreement premises will not be permitted. 1.10 The discharge of wates to streams within the Commonwealth will not be permitted unless such discharges are permitted by the Department of Environmental Protection. 2. Protection of Property and Operations 2.01 Operator shall not use or allow to be used the State Forest lands for any other purpose than that authorized by this Agreement. District Forester will be advised when operations begin and end. Any changes in the original plans, which may be necessary subsequent to the beginning of operations, must be approved by District Forester and Department. 2.02 Forester. Notification of operations to remove overburden must first be provided to District

3. Public Land Use 3.01 Operator hereby recognizes and admits that the Agreement premises are dedicated to the purposes set forth in Environmental, Health, Park, Fish and Game Laws, and Rules and Regulations and Department's Forest Resource Plans promulgated there under and Operator agrees to conduct operations with deference to such purposes. 4. Hunting and Fishing 4.01 Employees of Operator, its agents, contractors and subcontractors, and employees of contractors and subcontractors shall not engage in hunting or fishing upon said land, except as permitted by law. 5. Animals 5.01 Operator shall prevent access of wildlife to pits or excavations dug for Operator's operations by erecting and maintaining fences, or by other means approved by Department. 6. Slush Pit 6.01 7. Siltation 7.01 Operator agrees to have on site an approved site-specific Erosion and Sedimentation Control Plan in accordance with the Department of Environmental Protection's Rules and Regulations, Title 25, Chapter 102. Operator realizes that, as a result of its operation, large areas of land which will be cleared to provide for compressor stations, pipeline rights-of-way, and drilling sites, and which will be exposed to the forces of erosion for varying periods of time could create siltation to nearby streams. Operator agrees, therefore, to regrade such areas immediately and reseed to either temporary or permanent grasses. Any other type of remedial work necessary to prevent erosion on such areas shall be performed by Operator. 7.02 Operator shall, upon initial construction of all drilling sites, restore all highwalls and reseed
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M-SDMA O&G Surface Development Management Agreement

said highwalls and down slope embankment of each drilling site immediately. Department's representative shall be consulted for final design and approval of each drilling site prior to final restoration. 7.03 Operator's contractors and subcontractors shall not construct earthen dams across any stream to obtain a water supply for its operations unless approved by Department. 7.04 Operator shall, on pipeline rights-of-way and access roads, construct water bars or similar diversion channels to carry surface runoff away from the rights-of-way and roads to prevent siltation. During construction, if excess siltation is expected, Operator shall construct a settling basin at the base of the right-of-way or road to impound runoff and allow sediment to settle prior to discharge into nearby streams. 7.05 Operator shall construct all access roads to all drilling sites along existing pipeline rights-of-way, where applicable, which are built to service the drilling site, provided that an appropriate ten percent (10%) grade can be maintained. All road locations and grades must be approved by District Forester as provided hereunder. All roads will be maintained in a passable condition as per Exhibit D unless modified by District Forester. 7.06 Operator shall be responsible for the performance of maintenance of all erosion and sedimentation control facilities and devices. 8. Waters 8.01 Without prior approval of Department, Operator shall not locate any bore or core hole or any part of rig within two hundred (200) feet, or more if required by District Forester, of any stream or body of water on State Forest lands, and hereby agrees to prevent the contamination or pollution of springs, brooks, streams, or other waters on these lands in any manner whatsoever. 8.02 Where construction, operation, or maintenance of any of the facilities on causes damage to the watershed or pollution of the water resources, Operator agrees to repair such damage and to take such corrective measures to prevent further pollution or damage to the watershed as are deemed necessary by an authorized representative of Department and to pay for any and all damage or destruction of property, fish, and wildlife resulting from operations under this Agreement. 8.03 The cost of said property, wildlife, or fish destroyed shall be determined by Department, Pennsylvania Game Commission, or Pennsylvania Fish and Boat Commission using recognized procedures to establish the value of damage. 9. Forest Growth 9.01 Operator shall not cut, injure, destroy, or remove any forest growth, except that which shall be absolutely unavoidable in conducting its operations and shall obtain proper approval of District Forester ninety (90) days before removal is to be commenced. The full ninety (90) days prior notice may be reduced upon the discretion of District Forester. 9.02 Operator, under the direction of Department, shall dispose of all tree tops, limbs, brush, slash, and any other forest growth not to be sold or utilized by Department or Operator which have resulted from clearing operations from well sites, access roads, pipeline rights-of-way, and other construction sites, according to a plan approved by District Forester. 9.03 Operator shall dispose of all tree stumps and large rocks resulting from its clearing and construction operations using a plan approved by District Forester. 9.04 Operator shall pay Department for all forest growth cut or injured on State Forest land as a result of Operator's operations, regardless of the ownership of the oil, gas, mineral or surface support
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M-SDMA O&G Surface Development Management Agreement

rights. Even though Department has been paid for the damage by Operator, the title to all forest growth will still belong to the Commonwealth, except as provided in Paragraph 9.06. Damage is defined as the cutting or injuring of the forest growth by clearing a site so that personnel and equipment can be brought onto the location to establish a base from which Operator can undertake its operation. 9.05 Prior to the clearing of the forest growth by Operator, District Forester will mark and/or designate the area from which forest growth will be removed. The value of the forest growth that will be cut or damaged for the clearing of a road, well pad site, pipeline rights-of-way, or any other area cleared and necessary for natural gas production, will be determined by Department based upon timber type, size, and market data, or upon replacement value, for young stands or plantations. Operator shall then be invoiced for the value as determined by Department. Payment to Department of said invoice must be made before any forest growth may be cut or damaged. 9.06 Operator shall pay for the forest growth damage at two (2) times its value, as determined by Department as described below; the forest growth shall then become Operator's property, which then must be removed and sold by Operator as job requirements dictate. Ownership of the forest growth, not removed and sold by Operator under this subsection, shall revert to Department six (6) months after invoicing unless modified in writing by District Forester. The minimum forest growth damage charge shall be FIVE THOUSAND DOLLARS ($5,000.00) per acre or two (2) times its value based on volume and market price as determined by the Department‟s standard methods, whichever is greater. 9.07 Operator shall, at direction of District Forester and at its own expense, secure, plant and maintain grasses and/or trees or shrub seedlings and/or game foods on all well sites, access roads, pipeline rights-of-way and other cleared areas using a plan approved by District Forester. Timing shall be determined by District Forester. Revegetation should be periodically maintained (i.e., liming or fertilizing). 9.08 Operator shall make full compensation to Department at three (3) times the value of such forest growth cut, injured, destroyed, or removed, to be computed by Department, should additional damage result at any time from the work incident to this Agreement or the construction, operation, maintenance, or removal of facilities not herein contemplated or specifically mentioned, but which may occur as a result of said work or facilities, or should any forest growth be cut, injured, destroyed or removed prior to payment thereof under Paragraph 9.05 hereof, or due to negligence or unauthorized activities. 10. Fire 10.01 Operator's employees, agents, contractors, and subcontractors, and employees of contractors and subcontractors shall do everything within their power to prevent or suppress forest fires and shall not allow fires to be set on or adjacent to State Forest lands by Operator, its agents, contractors and subcontractors, and employees of contractors and subcontractors, except in pursuance to and in accordance with the conditions prescribed in the permission first obtained from District Forester fixing the time, place, and manner of burning. The burning of refuse, brush, slash, debris, or other materials, shall be conducted as prescribed in burning plans approved by District Forester, and shall be so conducted that no living forest growth is damaged or killed. 10.02 Should any fire set by Operator or any of the persons mentioned above escape in any manner or damage any State Forest land or other property, Operator shall be liable for all such damages resulting from such escape and for all costs incurred by Department in fighting such fires; and Operator's officers, agents, and employees in the vicinity, as well as contractors and subcontractors, shall with such assistance as Operator may have at hand, or be able to summon, render aid in fighting said fire without cost to the Commonwealth. 10.03 Operator further agrees that during periods of abnormal forest fire danger, District Forester may suspend all or part of the drilling, or other operations on all or part of the State Forest lands
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until the forest fire danger subsides. 10.04 Operator, or its employees, shall report promptly all forest fires detected by them to District Forester. 11. Replacement and Repair of Improvements 11.01 Operator shall replace or repair, as Department may direct, all State Forest signs, markers, corners, fences, other structures, and service utility lines owned or used by Department, which cross or otherwise lie within the State Forest lands destroyed or damaged in any work incident to this agreement. 12. Buildings 12.01 Operator shall not drill any bore or core hole, carry on operations, make excavations, or otherwise disturb the surface of the lands within two hundred (200) feet of any building. However, if a lesser distance to any building is needed, written approval must be obtained from District Forester. 12.02 Operator shall consult with District Forester and obtain written approval prior to the construction and erection of any storage facilities, buildings, work sheds, or any other physical structure upon State Forest lands. 13. Appearance 13.01 Operator shall, at all times, maintain State Forest lands in a neat and presentable manner, removing all rubbish and debris as it accumulates and restoring each individual area or facility within thirty (30) days to as near as possible its original condition as directed by District Forester. 14. Explosives 14.01 Operator shall not use explosives at any time or in any manner unless approved by District Forester. 15. Restoration and Revegetation 15.01 Restoration and revegetation shall be accomplished in accordance with Operator's reclamation revegetation plan as approved in advance by District Forester. Refer to Exhibit D for specific guidance and requirements. 16. Water Wells 16.01 Department must approve, in writing, any plan by Operator, including drilling specifications, for the drilling and development of water wells on state lands. 16.02 A final plat will be submitted within thirty (30) days after completion of each approved water well showing exact location, elevation, depth of well, lithology penetrated and thickness of discrete lithologic units, depth to water-bearing horizons, estimates of flow rates, results of draw down tests, results of chemical and bacteriological analyses if such tests are conducted by Operator, ecological surveys and wetland delineations. 16.03 Operator further agrees to supply Department with any other records, driller's logs, memoranda, accounts, reports, cuttings, cores, or other information relative to the drilling, completion, or operation of water wells on the above-described premises. This will include true copies of any electrical or radioactivity surveys made in the wells.
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16.04 Operator shall be familiar with and comply in every respect with the provisions now existing or hereafter enacted of the Water Well Drillers License Act 6 10 of May 29, 1956 (P.L. 1840), providing for the orderly development of the ground water resources of the Commonwealth of Pennsylvania. 16.05 Department reserves the right to use water from wells drilled by Operator on State Forest land upon approval of Operator. Such approval will subject to Operator‟s operations and will not be unreasonably withheld. 16.06 Operator shall contact the District Forester before plugging and abandoning any water well. Water wells must be plugged from bottom to top with clay, cement, or other impervious materials approved by Department. Any water wells that are of no further use in Operator's operations, but are deemed viable for Bureau of Forestry uses, may be acquired by Department at its request, at no cost to Department. Operator, upon relinquishing rights to said water wells, in writing, and upon acceptance of said wells by Department, shall be relieved of any and all plugging and abandonment responsibility. 17. Pipelines 17.01 Operator shall refill to contour all ditches or other excavations caused by the construction, operation, and maintenance, or removal of pipelines; construct cross ditches; lime, fertilize, and seed or replant the right-of-way; keep the pipeline and right-of-way in good repair and appearance, and take such other measures as may be deemed necessary by Department to control erosion and sedimentation and to maintain or restore the natural and aesthetic values as directed by Department. 18. Rare and Endangered Species 18.01 The Pennsylvania Natural Diversity Index (PNDI) shall be searched prior to any earth disturbance to determine possible presence of rare and endangered flora and fauna species of concern. 18.02 If in the course of its operations, Operator encounters any fauna or flora listed on federal or state registers of threatened or endangered species, or habitat critical to their survival, Operator shall immediately cease operations and contact the District Forester so that arrangements can be made with Bureau of Forestry specialists to field check the site to make all necessary preparations to protect and preserve the fauna and flora which may be endangered. 19. Historical and Archaeological Sites 19.01 If in the course of its operations, Operator encounters any historical or archaeological sites, Operator shall immediately cease operations and contact the District Forester so that arrangements can be made with the Pennsylvania Historical and Museum Commission (PHMC) specialists to field check the site to make all necessary preparations to protect and preserve the artifacts which may be endangered. All proposed development within the Tracts will be reviewed against the PHMC Cultural Resources Geographic Information System to ensure conflict is avoided. 20. Contacts with State Agencies 20.01 Operator shall periodically contact the applicable state agencies to keep informed on up-to-date information, policies, rules, and regulations applicable to this Agreement

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “D” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT INVASIVE PLANTS AND REVEGETATION GUIDELINES FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”) 1. Pre-construction Inventory and Mapping

1.1 Operator may elect to perform a pre-construction inventory of invasive plants present on the portion of the premises where construction is planned to determine appropriate prevention methods, predict control needs, and assess its level of responsibility for management of invasive species and populations. The inventory objective is to locate established invasive plant species populations. 1.2 If Operator elects to undertake an inventory as described in Section 1.1, all areas which may be disturbed by the planned construction activity should be inventoried for the plant species listed in DCNR’s Invasive Plants brochure during the growing season from May through September by a qualified botanist. 1.3 Inventory data should be collected from the entire area of the planned construction on state forest land and any buffer areas that may be appropriate, in grid cells no greater than 150‟ x 150‟ in size. The established grid should be digitized into a GIS layer and printed on maps that will be used for field data accumulation. Standard information including date, surveyor name, and grid cell number should always be recorded prior to beginning the actual survey. During the field study the center of each grid cell should be located using GPS, and an inventory created by noting the presence of any invasive plant species or the complete absence of any invasive species within the specified grid cell and a note of the dominant species per plant type (e.g., herbaceous, shrub, tree) should be recorded. For each invasive species occurrence, the cover class within each grid cell should be recorded as trace, low, moderate, or high, according to the Montana Noxious Weed Survey and Mapping System. All trace and low occurrence locations should be located by GPS to aid in relocation and treatment. For each invasive species in each grid cell, the average growth stage should be recorded as seedling, bolt, bud, flower, seed set, or mature, according to the Montana Noxious Weed Survey and Mapping System. 1.4 If Operator elects to forego the above described pre-construction survey for invasive species, Operator shall be responsible for all occurrences of post-construction infestations of invasive species that may be found in the construction area regardless of origin or amount and will be required to perform management and control activity as described in Section 3 below. 2. Prevention

2.1 Where no invasive plants are detected, Operator should use only PA Department of Agriculture certified seed and weed free soil, dirt, and mulch whenever feasible. If materials certified as weed free cannot readily be obtained, the source of materials being used shall be inspected for invasive plants during the growing season by a qualified botanist and used only if deemed weed-free. 2.2 Mulching with straw rather than hay is recommended to reduce the possibility of introducing invasive species propagules. 2.3 Where heavy infestations of Japanese stiltgrass (Microstegium vimineum) are detected during pre-construction surveys, a seed mix of Autumn bentgrass (Agrostis perrenans) and deer tongue (Dichanthelium clandestinum) should be planted as aggressive competition against the seed-banked invasive Japanese stiltgrass. Seeding specifications will be provided by the District Forester. As an alternative, application of herbicide to large patches of Japanese stiltgrass during the summer with a 2% glyphosate solution in water mixed with surfactant may be utilized at the direction of the District Forester. 2.4 Operator at its option may, prior to bringing equipment into un-invaded areas or onto state forest land, clean its equipment in an appropriate manner (see http://www.fs.fed.us/eng/pubs/pdf/05511203.pdf) to remove plant parts such as rhizomes and seeds that might be carried on tires and the equipment undercarriage, which may 27

M-SDMA O&G Surface Development Management Agreement help prevent the spread of invasive species onto adjacent lands. 2.5 Pre-treatment of identified invasive species infestations of herbaceous species or species that reproduce prolifically from rhizome/root segments with herbicides prior to construction may be performed at the direction of the District Forester. 3. Management

3.1 Management and control of established invasive plant populations shall be planned on a species by species basis to determine the best method of control. Operator and its consultant shall submit a “Management and Control Plan” to District Forester no fewer than three (3) months after the conclusion of all construction activity. 3.2 Operator shall include a post-construction invasive survey report with the same survey parameters as described in Section 1 above, in the Management and Control Plan. The District Forester and Ecological Services Section will assist Operator in the development of appropriate management methods by species and/or invasive occurrence. 3.3 Post-construction invasive species surveys along access roads shall be limited to areas where gravel was placed or the existing road was widened for Operator use. After a period of two growing seasons, any new invasive populations will be assumed to be the result of sources other than the Operator‟s construction materials and equipment. Control and monitoring of invasive species found along access roads within two growing seasons post-construction will continue until populations are eradicated. 3.4 Operator and the Bureau of Forestry will coordinate with the other jurisdictional agencies about species of special concern and the potential impacts invasive species management activity may produce. 4. Monitoring

4.1 Operator shall make provisions to monitor for invasive species within the area(s) disturbed by the construction activity for a period of five (5) years following construction or until invasive species are not observed on-site for two consecutive years, whichever is longer. 4.2 Operator shall perform an annual survey for the presence of invasive species within the construction area, as described in 4.1 above, following major construction. The annual survey should follow the same methods as the pre-construction survey method described in Section 1. The only exception to the method described in Section 1 is the grid cell boundaries only need to be checked occasionally with the GPS to ensure that monitoring alignment is consistent with the original inventory alignment. 5. Reporting

5.35.1 The results of all Operator annual invasive surveys shall be summarized into a report, which shall include the following elements: methods, a summary of invasive species detected, abundance of each species, number of new populations per species, number of eradicated populations by species, and management recommendations for management and control. Report and raw electronic observation data shall be submitted to District Forester and Ecological Services within 60 days following completion of the report. Submission of any electronic data should occur simultaneously with the written report submission. Data recording and management should be consistent year-to-year so data can easily be compared by grid cell number. The Department reserves the right to audit the findings of the Operator‟s reports and as a result of any audit, Department may require alternate methods of management and control. 5.45.2 Department may publish reports, raw data, or articles summarizing invasive species management and monitoring efforts from time to time. Operator will be consulted prior to publication of any reports or raw data for comment. 6. Revegetation Plan Guidelines

6.1 Operator shall utilize a native grass and herb mix for cover and stabilization within the disturbed construction areas. The required seed mix will provide for immediate stabilization and reduce the chance of invasive species establishment. Operator shall provide for a cover crop to be mixed in with the native grass and herb mix. The cover crop will be either oats or barley if the seeding takes place in the spring or wheat or rye if the seeding takes place in the fall. The cover crop seed mix may be applied at the same time as the native grass and herb mix described below. Hydro-seeding of all seed mixes is acceptable. The cover crop should be applied at 30 lbs/acre. The detail components of the native grass and herb mix are listed below: 28

M-SDMA O&G Surface Development Management Agreement Native Grass and Herb Mix 20% Little Bluestem PA ecotype (Andropogon scorparius) 10% Big Bluestem variety ''Niagara'' (Andropogon gerardii) (genetic origin is NY) 15% Virginia Wild Rye PA ecotype (Elymus virginicus) l0% Indiangrass PA ecotype (Sorghastrum nutans) l0% Deertongue variety "Tioga" (Panicum clandestinum) 5% Swithchgrass variety "Shelter" (panicum virgatum) (genetic origin is WV) 5% Partridge Pea PA ecotype (Chamaecrista fasciculate) 3% Showy Tick Trefoil PA ecotype (Desmodium canadense) 5% Ox-eye sunflower PA ecotype (Heliopsis helianthoides) 2% Autumn bentgrass PA ecotype (Agrostis perennans) 2% Woolgrass PA ecotype (Scirpus cyperinus) 3% Soft Rush PA ecotype (Juncus effuses) 5% Pennsylvania smartweed PA ecotype (Polygonum pensylvanicum) 5% Common Milkweed PA ecotype (Asclepias syriaca) 6.2 The recommended seeding rate for the native grass and herb mix is 15.0 lb/acre. No lime or fertilizer is needed for the Native Grass and Herb Mix. Topsoil should be utilized when possible. Seeding may be accomplished by the broadcast, hydro seeding or drill seeding methods. The Native Grass and Herb mix will be mulched with 1.5 ton/acre of straw mulch. 6.3 The Bureau of Forestry has the right to change the components of the Native Grass and Herb Mix as needed to reflect species that may be more appropriate to the region or habitat that is being altered. 6.4 The use of conifers and shrub plantings for revegetation of well pad sites will be used if determined appropriate by the District Forester. As directed by the District Forester, the disturbed work area will be revegetated with conifers and pockets of shrubs where topography allows. The conifer species include white pine (Pinus strobus), Pitch pine (Pinus rigida), Virginia Pine (Pinus virginiana) (south of route 80) and Red Pine (Pinus resinosa) (north of route 80). Pockets of shrubs should be planted approximately every 100 feet. These pockets of shrub plantings will comprise approximately 200 square feet (10‟ X 20‟). Each pocket will be planted with 10 -15 shrubs using seedlings. Seedlings to be planted include any mix of staghorn sumac (Rhus typhina), smooth sumac (Rhus glabra), red and black chokeberry (Aronia arbutifolia and A. melanocarpa), New Jersey tea (Ceanothus americanus), flowering dogwood (Cornus florida), Virginia creeper (Parthenocissus quinquefolia), blackberry (Rubus allegheniensis or R. pensilvanicus), blackgum (Nyssa sylvatica), ninebark (Physocarpus opulifolius), choke cherry (Prunus virginiana), American elderberry (Sambucus canadensis), steeple bush (Spiraea latifolia), highbush blueberry (Vaccinium corymbosum), muscle wood (Carpinus caroliniana), nanny berry (Viburnum lentago), Northern arrowwood (Viburnum recognitum), Cockspur hawthorn (Crataegus crus-galli) and scrub oak (Quercus ilicifolia). These plantings will need to be fenced to protect from damage by browsing herbivores. Fencing will consist of 8‟ woven wire fence or as determined by District Forester. Posts, fencing, other materials, seedlings and labor will be provided by Operator. Operator will also be responsible for fence maintenance. Revegetation with shrubs and fencing will not be required on steep slopes. Conifer planting is applicable on slopes where safe to do so. 6.5 Basking areas and habitat for the Timber Rattlesnake and the Allegheny Woodrat may need to be created in disturbed areas as deemed appropriate by District Forester. 6.6 For timber rattlesnakes, the available rocks will be piled south-facing in the disturbed area. In order to create basking habitat, the rocks should be placed in piles, with large flat rocks laid horizontally. The crevices created will allow the snakes to thermoregulate, or to retreat if threatened. Conifers should not be planted near these created basking areas to avoid shading the rocks. 6.7 Additionally, rocks stockpiled during excavation may be piled to create crevices for the Allegheny Woodrat at the direction of District Forester. Some conifers may be planted near the created Woodrat habitat, but deciduous, mast-producing trees such as chestnut oak are more desirable.

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “E” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT ACCESS ROAD SPECIFICATIONS FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”)

1.

Road Definitions, Specifications and Use 1.01 Operator recognizes that all roads owned or maintained by Department, which are used in the execution of this Surface Development & Management Agreement, were constructed and improved for the use of Department and for the general public having business in and making use of State Forest land. Any roads built at the expense of Operator in its operations shall not be removed or destroyed and shall become a part of the road system of the State Forest lands, unless otherwise directed by District Forester. Operator, therefore, agrees that its operations will not be conducted in such a manner as to prevent, hinder, or obstruct the customary use of such roads by Department or by the public. 1.02 Operator will not make improvements or modifications to existing State Forest Public Use Roads or State Forest Administrative Roads without written approval by the Department. Operator will make the necessary improvements to State Forest Public Use Roads and infrastructure therein prior to the commencement of heavy hauling so that the roads are kept safe and passable to two-wheel drive passenger vehicles. Improvements must be made with materials and methods that are compatible with the Bureau‟s current specifications and practices. Road widths will not exceed 18 feet to include running surface and ditches without expressed written approval from the Department. 1.03 Roads necessary to develop an oil and/or gas well site shall be classified as Surface Development & Management Agreement access roads. These roads are for primary access to oil and/or gas well sites and are designated as follows and depicted on the attached map:  Heavy hauling (GVW >20,000 lbs) is permitted on the portions of the following roads as shown on the attached Exhibit A: Bodine Mountain Road, John Merrill Road, John Merrill Road (Extension), Cascade Road, Lutz Road, Hillsgrove Road, Camels Road, Deer Trail, Krimm Road, Pleasant Stream Road and Ellenton Ridge Road. Light hauling (GVW<20,000 lbs) only is permitted on the portions of the following roads as shown on the attached Exhibit A: Pleasant Stream Road and Hillsgrove Road. Incidental use by natural gas industry and related vehicles, light or heavy, is strictly forbidden on the following roads: Rock Run Road and Yellow Dog Road.

1.04 Operator shall not construct or improve any roads or clear any drilling sites, without prior approval from District Forester, who shall set forth the type and grade of roads and area to be cleared. Access roads shall be held to a maximum grade of ten percent (10%) and a maximum width of 18 feet which includes drainage ditches. However, if steeper grades or widths are necessary, written approval must be obtained from District Forester prior to their construction.

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1.05 Operator will conduct their operations in a safe manner and will at all times, except when inclement weather may not permit, maintain the surface of said State Forest Roads in a smooth and solid condition. Provided, however, that if, in the opinion of the Department, said roads or portions thereof are used by others sufficiently to warrant an apportionment of the maintenance costs, then Operator may be relieved of the burden of sole maintenance and be required to provide only his proportionate share as decided by the Department. Upon the termination of this agreement, Operator shall repair said State Forest roads and vacate and leave same in as good condition as said roads were in at the date of this agreement. Department will be the sole judge with respect to the provision of this paragraph. 1.06 Operator shall at all times perform under this agreement in such a manner as to prevent erosion and pollution of the environment. In the event Operator‟s operations hereunder cause pollution or other damage to the environment, Operator shall be held strictly liable. In the event of damage to the environment on or adjacent to State Forest roads utilized for Operators access and or operations, the burden shall be on Operator to prove the Operator‟s conduct was not the cause, direct or indirect. 1.06 State Forest public use roads must remain open to the general public except when safety considerations dictate otherwise. Operator shall permit the passage of forest visitors on all State Forest Public Use Roads at all times. Construction activities or safety concerns that require the closure of any State Forest Public Use Road requires Department approval. At the Department's discretion the Operator may be required to publicly post closure notices not less than two (2) weeks in advance. 1.08 Operator will provide, to the Department, a Memorandum of Understanding between Operator and Seneca Resources and its successors or assigns and/or other parties granted commercial use as authorized by Department, for the maintenance and repairs to State Forest Public Use and State Forest Administrative Roads that are being utilized by said parties simultaneously. 1.07 Operator will cease all heavy hauling activity during the following periods: opening weekend of trout season, opening weekend of youth spring gobbler season, opening weekend of regular spring gobbler season, Memorial Day weekend, Independence Day and weekend, Labor Day weekend, regular bear season, and regular firearms deer season. Exact dates of heavy hauling restrictions will be announced annually by the Department. The District Forester may also impose heavy hauling restrictions for special activities or additional periods of recreational activity. During periods of restricted heavy hauling, the Department will permit minor truck traffic for daily essential needs with authorization from the District Forester. Such authorization shall not be unreasonably withheld. 2. Location 2.01 Surface Development & Management Agreement access roads, including all installations which Operator shall complete at his expense prior to the start of drilling operations, shall be located and designated on the ground by District Forester, and on a Topographic Map, scale 1 inch = 2,000 feet or any road construction map, of larger scale, and will provide GIS mapping files which Operator has provided. A copy of said map and GIS mapping files must be provided to District Forester prior to construction. 2.02 Where possible, the Surface Development & Management Agreement access road locations will follow existing roads, existing or former disturbances and/or existing or former corridors including, but not limited to, old abandoned roads or pipeline rights-of-way. In such instances, these roads shall be improved and maintained to conform with the specifications for the location, construction, and maintenance of Surface Development & Management Agreement access roads.
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2.03 When the Surface Development & Management Agreement access road is to be located in an area where no road exists and access to the road and drill site will open onto a state or township highway, Operator shall obtain the necessary permits and approval from the Pennsylvania Department of Transportation or township for said opening. On all Surface Development & Management Agreement tracts where the road opens onto a paved state or township highway, Operator shall take extra precaution to prevent mud and debris from being carried onto the paved highway especially during periods of heavy road use. In areas where a mud problem may be present, Operator shall stabilize the paved road junction with native stone or washed gravel. 2.04 The District Forester must be notified five (5) working days prior to start of any road construction, improvement or maintenance so that the District Forester can make arrangements to be available when actual work begins in order to correct any misunderstanding regarding the road location or road work. 2.05 Where roads constructed or improved by Operator cross any fence, Operator shall construct a gate and keep it closed except when the passageway is in use. Operator shall keep all said roads and trails free at all times from obstruction by logs, brush, or debris resulting from Operator's operation. District Forester may require Operator to temporarily discontinue the use of said roads whenever, in his opinion, such action is necessary to prevent their serious damage. 2.06 Operator recognizes the rights and privileges afforded to Operators by rights-of-way and other agreements executed with Department, prior to this Agreement, which cross or otherwise lie within the area of this Agreement; and, therefore, agrees to relocate at Operator's own expense, all portions adversely affected by work incident to this Agreement in accordance with the then current rules and orders of the Public Utility Commission of the Commonwealth of Pennsylvania. In the event the Public Utility Commission does not have any jurisdiction, any necessary relocation shall be completed subject to the approval of Grantor. Department agrees to provide all of these rights-of-way and other agreements to Operator at the same time as execution of this Agreement. 2.07 Operator shall facilitate the implementation ofwill use its best efforts to acquire permanent Right of Way Agreements in the Department‟s name for administrative use and at no cost to the Department when new roads cross private parcels. Agreements must be executed prior to the construction of new access road on State Forest lands. Gates and effective barriers shall be installed and maintained at all crossings of State Forest boundaries as determined by District Forester. 3. Clearing 3.01 Clearing for Surface Development & Management Agreement access roads shall be wide enough to allow the construction of a road having a maximum width of 18 feet including ditches. Where turnouts are required, additional width shall be cleared as designated by District Forester. The right-of-way disturbance width shall be sufficient to allow prior drying action by the wind and sun. (Sketch A) 3.02 All tree tops shall be chipped and removed from the road corridor. Stumps shall be removed from the road corridor as well. The appearance of the road and shoulder shall remain as if no trees were removed. Grinding of the stumps is allowed. 3.03 Large rocks that are encountered during construction shall be placed alongside of road corridor. These rocks shall be placed in a manner to which rattlesnake habitat is enhanced. Operator shall work with the District in regards to proper placement and techniques of placement of such rocks. 4. Grading 4.01 The Surface Development & Management Agreement access road shall be either
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insloped, outsloped, or crowned as specified by District Forester (Sketch B). Ditches must be constructed on all roads except where they cross a rock formation or where sheetflow can be obtained as determined by District Forester. 4.02 Cut slopes may be as steep as the soil formation or material will allow, as determined by District Forester during construction. Undercutting of slopes is prohibited. All cut slopes will be mulched and seeded as specified in Operator‟s Erosion and Sedimentation Plan to stabilize the cut slope as soon as possible after disturbance. 4.03 All disturbed areas shall be restored to the satisfaction of the District Forester and treated with lime, fertilizer, and planted with seed as outlined in Operator‟s Erosion and Sedimentation Plan. 5. Drainage 5.01 Underground culverts (metal or plastic) and intercepting dips (Sketch C & D) of sizes and types specified by District Forester shall be installed or constructed by Operator at locations designated on the ground by District Forester. 5.02 Operator shall grade road surfaces to allow for sheetflow into the adjoining forest. If a berm cannot be avoided an Operator shall break the berm on the outside of the road at strategic locations to allow drainage of the road surface. Such breaks may be made with a bulldozer and shall be located by District Forester. As a guiding rule these breaks shall be located a maximum of 50 feet apart. 5.03 Sections of Surface Development & Management Agreement access roads located in poorly drained areas or roads that are entrenched must be built up above natural grade with suitable material approved by District Forester. Synthetic road geo-fabric, geo-grids, or geo-cells must be used in these situations. Incorporations of “French Mattresses” with heavy flow culverts maybe required for use in some locations as determined by District Forester. 6. Bridges, Culverts, and Fords 6.01 Bridges, as specified by District Forester and permitted and approved by the Department of Environmental Protection‟s Bureau of Dams, Waterways and Wetlands, must be installed where roads cross intermittent or permanent stream channels in accordance with the provisions of the Encroachment Permit. Any bridge design must be approved by the Department prior to construction. Department approval is not to exceed forty-five days from the date of submittal of said design. In the event the Department does not respond within the allotted time frame, the design shall be deemed “approved”. 6.02 Culverts, as specified by District Forester and approved by the Department of Environmental Protection„s Bureau of Dams, Waterways and Wetlands, shall be placed in the bottom of the stream channel and covered with appropriate fill material. All culverts shall be installed in accordance with the provisions of the Encroachment Permit. 6.03 New or replacement drainage culverts are to be installed in a manner that provides for proper drainage and conveyance of stormwater in compliance with Chapter 102. discharge of the pipes at ground level. The culverts will be raised in the road profile and not buried under large amounts of road subbase or road surface improvement materials. 6.04 Fords are not permitted.

6.05 The Operator shall make improvements to culverts, culvert headwalls and/or endwalls, roadways, road edges, utility lines, utility poles or any other features on or adjacent to all access road towards maximizing forest user safety. Such improvements and areas will be identified
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prior to the start of any construction activities such as a Pre-Construction meeting or at any time thereafter at the discretion of the District Forester. 7. Maintenance 7.01 7.02 7.03 7.04 Drainage structures shall be kept open and functioning at all times. Gravel or shale shall be spread on intercepting dips that become subject to erosion. Road surfaces shall be maintained so as to allow water to be drained from the roadway. Loose boulders and slide material shall be removed from roadway and side ditches.

7.05 Operator shall not apply dust suppressants without the written authorization of the Department. Salts, brines and chlorides will not be permitted for use. 7.06 Operator may not stage equipment or trucks or stockpile materiael along State Forest Public Use Roads without authorization from the Department. Such authorization shall not be unreasonably withheld. 7.07 All access roads utilized, upgraded, maintained or constructed shall be the responsibility of the Operator to ensure preventative erosion and sedimentation measures are installed, functioning, and maintained for the life of this Agreement and to the satisfaction of the District Forester. 8. Retirement and Abandonment 8.01 Surface of roads shall be graded to eliminate any wheel ruts. Fenders and high outside shoulders shall be removed. 8.02 All bridges, drainage pipes, and culvert pipes installed by Operator shall be removed at Operator‟s expense when no longer needed unless Operator is notified otherwise by the District Forester. 8.03 When culverts are removed, they shall be replaced by earth or log water bars or broad-based dips (see Sketch E). 8.04 All drainage ways shall be opened and deepened so as to handle storm waters. Seeding to a grade cover for an immediate erosion control shall be completed as required herein. 8.05 Additional water bars shall be installed if required by District Forester.

8.06 The above-listed provisions shall be carried out as each Surface Development & Management Agreement access road or portions thereof are abandoned rather than waiting until all development operations have been completed. If well is temporarily abandoned awaiting completion operations (i.e., hydraulic fracturing, acidizing, perforating, drilling deeper), the road should be retired in a manner and at a time as specified by the District Forester. 9. Gates 9.01 All Surface Development & Management Agreement access roads must be gated with an approved type of gate either metal or wooden as determined by District Forester (Sketch F). Authorized gates must be installed during Surface Development & Management Agreement operations, and remain after Surface Development & Management Agreement termination. District Forester shall be consulted as to location and time of construction of all gates.
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10.

Highway Occupancy Permits 10.01 All terms, conditions, and specifications of Highway Occupancy Permits applicable to this Surface Development & Management Agreement shall be followed, permitted on the Department‟s behalf, and submitted to the District Forester.

11.

Seeding 11.01 All roads on the Surface Development & Management Agreement are to be limed, fertilized, and seeded to a grass cover as per the requirements of this Surface Development & Management Agreement as outlined in Operator‟s Erosion and Sedimentation Plan and in accordance with the Department‟s specifications.

12.

Recreation 12.01 Notification of construction activities should be given to camp owners at a minimum two weeks before start of construction activities. Camp owner information can be attained at the District office. A copy of the notification shall be sent to the District Office. 12.02 Snowplowing is permitted, however, Operator will provide a plan to address permanent impacts toalternative snowmobile trail systems as determinedif required by District Forester for any joint-use road or other snowmobile trail impacted by development activities that require snowplowing to the road. Any replacement snowmobile trails shall be constructed during or immediately following the completion of Operator‟s operations. locations will be determined and approved by District Forester. New Replacement snowmobile trails may be incorporated on to pipeline rights-of-ways, old roads and, or new trails, or by other suitable methodsmay need to be constructed. Operator will be responsible for obtaining any and all necessary permits to construct new replacement snowmobile trails. The company will provide a plan to address any impacts to the snowmobile trail system if required by the District Forester. The replacement snowmobile trail must be constructed prior to the plowing of the road unless an exception is made in writing by the District Forester.Where applicable, Operator may snowplow roads necessary for development and production activities. Salts and chlorides are not authorized as snow melting agents. Cinders, gravel, sand and other anti-slip aggregates are permitted. 12.03 Roads classified as Joint-Use Roads within the development area include: Bodine Mountain Road, Ellenton Ridge Road, Pleasant Stream Road, Hillsgrove Road, John Merrill Road, Cascade Road, Cabbage Hollow Road, Big Hollow Road and Camels Road or as defined by the District Forester. 12.04 Operator shall not utilize or block access to parking areas along State Forest Public Use Roads. Parking areas and trailheads will be kept free of all equipment and vehicles. 12.05 If Operator‟s operations will impact a recreational trail and recreational facilities (State Forest Hiking Trail, local hiking trail, cross-country ski trail, ATV Trail, Horseback Riding Trail, Shared-Use Trail, Snowmobile Trails, State Forest picnic areas, trail heads, scenic vistas, and/or etc.) it will be the Operator‟s responsibility to replace those trails impacted according to District Forester‟s specifications. The replacement of trails will be at Operator‟s sole expense. Any and all necessary permitting required for new or replacement trails or related work will be the responsibility of Operator. Replacement or mitigation efforts will be aimed at maintaining a contiguous and effective trail system. Operator will provide a plan to address permanent impacts to recreational trails or facilities if required by District Forester. Any replacement recreation trails or facilities shall be constructed during or immediately following the completion of Operator‟s construction operations.

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Waterbars

(PA DEP)

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Sketch D Broad-Base Dip

(PA DEP)

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “F” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT PERMITTED HAULING FOR DESIGNATED ROADS MAP FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP “Operator”)
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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “G” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT APPLICATION FOR ANTENNA SITE ON LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP “Operator”)
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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “G” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT ECOLOGICAL ASSESSMENT, DEFINED AREAS OF CONCERN AND NECESSARY SURVEYS FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”) Anadarko’s Loyalsock Development plan includes approximately twenty-five thousand acres known for its relatively un-fragmented forests and wilderness-like areas. This area lies within the Glaciated High Plateau Section and the Deep Valleys Section of the Appalachian Plateaus Physiographic Province of Pennsylvania, characterized by broad, flat uplands dissected by usually deep, steep-sloped valleys. This unique topography provides habitat for some species which are typically found in more northern climates, making them some of the most rare and special habitats in PA. Nine (9) rare species have been previously known to inhabit this area. The information provided in this assessment is a combination of PNDI (PA Natural Diversity Inventory) records, County Natural Inventory Report data, and current field survey results as performed by Department staff, environmental consultants and PA Natural Heritage Program staff biologists. The area included in Anadarko’s Loyalsock Development Plan is approximately twenty-four thousand acres known for its un-fragmented forests and wilderness areas. This area is used by hikers, campers, hunters, and creek-bathers. It is also home to 9 rare species in PA. It lies within the Glaciated High Plateau Section and the Deep Valleys Section of the Appalachian Plateaus Physiographic Province of Pennsylvania, characterized by broad, flat uplands dissected by usually deep, steep-sloped valleys. This unique topography provides habitat for some species which are typically found in more northern climates, making them some of the most rare and special habitats in PA. The information provided in this assessment is a combination of PNDI (PA Natural Diversity Inventory) records, County Natural Inventory Report data, and current field survey results as performed by Bureau of Forestry staff, environmental consultants and PA Natural Heritage Program staff biologists. Section A: Conservation Actions for Entire Development Area The following conservation actions apply to all areas impacted by the development plan and should be implemented when the habitat or conditions are on site within the entire tract: WETLAND PLANTS: Any wetlands identified within the potential development area should be surveyed for the following plant species, as these plants occur in wetland habitat known in the nearby vicinity. • Scirpus ancistrochaetus (northern bulrush): Northern bulrush is a Federally and State-listed Endangered Species. It commonly occurs on edges of seasonal pools (vernal ponds), wet depressions, beaver ponds, wetlands, and small ponds. This species is highly vulnerable to any activities that impact the water table and degrade its habitat. Due to its Federal Endangered Species status, activities that pose a direct harm to the species are subject to regulation by the U.S. Army Corps of Engineers and the U.S. Fish and Wildlife Service. Approximately 50-60 populations exist throughout is range in North America, of which Pennsylvania has the largest number of occurrences. Carex paupercula (bog sedge): Bog sedge is a PA Threatened Species (State Status of S3, considered Vulnerable in PA) and it commonly occurs in sphagnum bogs and boggy woods. This species occurs most frequently in PA in the cooler northern tier, and its range extends north into Canada. Carex oligosperma (fewseeded sedge): Few-seeded sedge is a PA Threatened Species (State Status of S2, or Imperiled in PA) that commonly occurs in sphagnum bogs. It is known in only 8 counties of Pennsylvania, and is possibly extirpated in two of those counties. Potamogeton confervoides (tuckerman's pondweed): Tuckerman’s pondweed is a PA Threatened Species (S2, Imperiled in PA) commonly occurring in glacial lakes and boggy ponds. It typically occurs in remote locations and is highly vulnerable to changes in water chemistry and alterations to its aquatic habitats. It is known in 6 counties in PA, and is possibly extirpated in two of those counties. 67

M-SDMA O&G Surface Development Management Agreement WETLANDS: To avoid disturbance of wetlands, conduct wetland delineation surveys for all features within the proposed development plan apply buffers to delineated wetlands according to PA DCNR Oil and Gas Guidelines. These buffers are 200 feet no disturbance from the edge of a wetland, and a 300 foot no disturbance buffer from a wetland that has a threatened or endangered species in it. Wetland delineation reports, including shapefiles, should be furnished to PA DCNR Bureau of Forestry. BATS AND EXISTING RIGHTS-OF-WAYS: White nose syndrome is a disease that has reduced the populations of most cave-hibernating bat species within the Commonwealth by between 93 and 99%, leaving these species dangerously close to local extinction. Existing rights-of-way including roads and the canopy openings along these corridors provide additional solar exposure to trees on the edge. Because sSeveral of the imperiled bat species in Pennsylvania use trees with more solar exposure as day roost habitat., tTherefore, expansion of any existing rights-of-way should contemplate the PA Game Commission’s recommended timber harvesting practices. Where possible, timber harvesting is recommended to be include the following seasonal restrictions: tree cutting should only be conducted from November 1- March 31. This will prevent the loss of suitable trees for the bats to roost during the day and provide them safe locations to raise their young during the summer months when these roosts also serve as maternity locations. Cutting trees during the activity period can injure or kill bats and eliminate a critical habitat during their reproductive cycle. Section B: Conservation Actions for Multiple Subsets of Loyalsock Development Plan 1. Bodine Mountain Area: The portion of Bodine Mountain included in the development plan consists mainly of ridgetops and narrow plateaus. Survey requests for this area are: Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A.

2. Burnetts Ridge Area (Pads A, B, C, compressor 4 and pipeline to compressor 3): Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 3. Potash Mountain Area (pads D, E, F, compressor 3, and pipeline to Pad G): Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 4. Burnett’s Ridge East (Pad G, H, I and compressor 2): Great Spurred Violet: Based on records within PNDI, Viola selkirkii (great-spurred violet) (PA Proposed Rare; S3/S4) is known from the area. Any appropriate habitat for this species should be surveyed for its presence. Habitat for this species consists of dry, cool woods and rock crevices and the flowering time (i.e., window of time for survey) is from mid-April to mid-May. This region of Loyalsock hosts the strongest population base of great-spurred violet anywhere in the state. The Deep Valley/High Glaciated Plateau province provides habitat that is similar to the cooler, more northern climates of New England and Canada, where it is also found. Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 5. Pads K and L: Silver-bordered fritillary: Based on PNHP surveys the wetland south of the access right-of-way hosts the silver-bordered fritillary (Boloria selene myrina; S3) A a conservation measure for this butterfly would be issued. Wetland Plants: Please survey for wetland plants as described in Section A. 68

M-SDMA O&G Surface Development Management Agreement Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 6. Pads M-N including ROW: Twinning screwstem: A “cottongrass poor fen” wetland (PA Vulnerable Community/S3) hosting the PA Proposed Rare species (S3) Bartonia paniculata (Twinning screwstem)was located to the west of the proposed access and pipeline. Habitat for this species typically consists of bogs and peaty lake margins. The wetland should be given a minimum 200 foot buffer in order to protect the population from possible sedimentation or runoff. Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 7. (Pads O, P, Q, compressor 1, and pipeline to Yellow Dog Road): This area is quite diverse with populations of timber rattlesnake, forest plants, wetland plants and riparian wildlife found within it. Timber rattlesnake: Please survey for timber rattlesnakes as described in Section B- 1 above. Great spurred violet: Please survey for Great spurred violet as described in Section B-4. Twinning screwstem: Please survey for Twinning screwstem as described in Section B-6. Northern Water Shrew: Development of Ellenton Ridge Road in the headwaters of Yellow Dog Run may disturb the stream habitat of the northern water shrew (Sorex palustris albibarbus) (PA Candidate Rare/S3). In Pennsylvania, the northern water shrew is vulnerable, only found in a few sites around the state, and is affected by many factors which could lead to declines in their populations. To prevent disturbance of northern water shrew habitat, please apply appropriate aquatic buffers according to PA DCNR Oil and Gas Guidelines. As reported by the Pennsylvania Game Commission, “decreased water quality may have a significant effect on this species. A decrease in numbers of aquatic insects may be very detrimental to this species since food is such a limiting factor”, and “the loss of the overstory could dramatically change the microhabitat conditions on the forest floor. Maintaining natural stream corridors and lake buffers is essential to the protection of this species.” (Please see PNHP Northern water shrew fact sheet for more information). Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 8. Connector Pipeline across Pleasant Stream (Pad G to Q): Forest Fragmentation: This As currently proposed,this pipeline would create a large amount of fragmentation to the forest and should be avoided if possible. Fragmentation opens up the forest and changes its character. It causes more light to reach the forest floor, which then creates a drier environment. This can result in a change of species composition, and lead to more invasive species in an area. Forest fragmentation creates more edge habitat and decreases forest interior habitat, limiting habitat for species that require it, including scarlet tanagers and wood thrushes. Fragmentation also makes these animals more susceptible to predators and nest-robbers. This also makes the forest more susceptible to invasive organisms, possibly reducing biodiversity of a site. DCNR recommends this segment of pipeline be rerouted to create less fragmentation. Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. 9. Ellenton Ridge Road Area (Pads R and S): This area is the most ecologically sensitive community identified in the Loyalsock Development Plan. Ecological data for this area indicate a community high in biodiversity. This area contains an extensive wetlands complex that is the headwaters of Rock Run and Pleasant Stream, both Exceptional Value (EV) streams. Timber rattlesnake: Please survey for timber rattlesnakes as described in Section B- 1 above. Northern water shrew: Please survey for the northern water shrew as described in Section B-7. 69

M-SDMA O&G Surface Development Management Agreement Yellow-bellied flycatcher: Based on PNDI records, a yellow bellied fly catcher (Empidonax flaviventris / PA Endangered Species) also exists in this wetlands complex. This is only one of two populations in all of PA’s State Forests, with only nine populations existing statewide. This is one of the rarest nesting birds in Pennsylvania, and generally nests only in remote high elevation wetlands. As reported by the PA Game Commission, yellow bellied fly catcher can “only survive if forested wetlands and conifer stands in extensive upland forests are preserved,” and “sites need protection with generous buffers.” (www.portal.state.pa.us/portal/server.../yellow-bellied_flycatcher_pdf) (http://www.natureserve.org/explorer/servlet/NatureServe?searchName=Empidonax+flaviventris) The PA Game Commission recommends two options for protecting essential habitat of this species. 1. a buffer of 1 km (0.62 miles) with no development surrounding an occupied nest 2. a buffer of 300 meters ( approx. 1000 feet) from the entire wetland complex containing the yellow bellied flycatcher Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A. 10. Devil’s Elbow Natural Area (Pad W) Wetland Plants: Please survey for wetland plants as described in Section A. Wetlands: Please survey for wetlands as described in Section A. Bats and rights-of-ways: Please survey for bats as described in Section A.

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SUMMARY: 1. Any wetlands identified within the potential development area should be surveyed for the following plant species, as these plants occur in wetland habitat. • • • • Scirpus ancistrochaetus (northern bulrush): Federal Endangered Species. It commonly occurs on edges of seasonal pools, wet depressions, beaver ponds, wetlands, and small ponds. Carex paupercula (bog sedge): Bog sedge is a PA Rare Speies (S3) and it commonly occurs in sphagnum bogs and boggy woods. Carex oligosperma (few seeded sedge): Few seeded sedge is a PA Threatened Species (S2) that commonly occurs in sphagnum bogs. Potamogeton confervoides (tuckerman's pondweed): Tuckerman’s pondweed is a PA Threatened Species (S2) commonly occurring in glacial lakes and boggy ponds

The following surveys should also be conducted where requested in the document: • • • 2. Crotalus horridus (timber rattlesnake; PA Candidate at Risk; S3/S4): critical habitat (i.e., gestation habitat and overwintering dens) Viola selkirkii (great spurred violet; PA Rare; S3/S4): Habitat consists of dry, cool woods and rock crevices, especially on limestone soils, and the flowering time (i.e., window of time for survey) is from mid-April to mid-May. Bartonia paniculata (screwstem; PA Rare species; S3): Habitat consists of bogs and peaty lake margins. To avoid disturbance of wetlands, conduct wetland delineation surveys for all features within the proposed development plan. Apply buffers to delineated wetlands according to PA DCNR Oil and Gas Guidelines. These buffers are 200 feet no disturbance from the edge of a wetland, and a 300 foot no disturbance buffer from a wetland that has a threatened or endangered species. Wetland delineation reports, including shapefiles, should be furnished to PA DCNR Bureau of Forestry for our records. Operator will perform the necessary Pennsylvania Natural Diversity Index surveys for the Tracts, as applicable. Operator agrees to follow those requirements of the various jurisdictional agencies as those requirements pertain to development activities on the Tracts. Operator herein acknowledges that the following agencies may have jurisdictional oversight in this regard – U.S. Fish and Wildlife Service, PA Fish and Boat Commission, PA Game Commission and PA DCNRBecause several of the imperiled bat species in Pennsylvania use trees with more solar exposure as day roost habitat, the expansion of any existing rights-of-way should include the following seasonal restrictions: tree cutting should only be conducted from November 1- March 31. 70
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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “H” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT RECREATION MAP FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”)

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “K” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT APPLICATION FOR RIGHT OF WAY FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company “Operator”)
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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “I” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT CONTRACTOR INTEGRITY PROVISIONS FOR COMMONWEALTH CONTRACTS FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”) CONTRACTOR INTEGRITY PROVISIONS It is essential that those who seek to contract with the Commonwealth of Pennsylvania (“Commonwealth”) observe high standards of honesty and integrity. They must conduct themselves in a manner that fosters public confidence in the integrity of the Commonwealth procurement process. In furtherance of this policy, Contractor agrees to the following: 1. Contractor shall maintain the highest standards of honesty and integrity during the performance of this contract and shall take no action in violation of state or federal laws or regulations or any other applicable laws or regulations, or other requirements applicable to Contractor or that govern contracting with the Commonwealth. Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to Contractor employee activity with the Commonwealth and Commonwealth employees, and which is distributed and made known to all Contractor employees. Contractor, its affiliates, agents and employees shall not influence, or attempt to influence, any Commonwealth employee to breach the standards of ethical conduct for Commonwealth employees set forth in the Public Official and Employees Ethics Act, 65 Pa.C.S. §§1101 et seq.; the State Adverse Interest Act, 71 P.S. §776.1 et seq.; and the Governor’s Code of Conduct, Executive Order 1980-18, 4 Pa. Code §7.151 et seq., or to breach any other state or federal law or regulation. Contractor, its affiliates, agents and employees shall not offer, give, or agree or promise to give any gratuity to a Commonwealth official or employee or to any other person at the direction or request of any Commonwealth official or employee. Contractor, its affiliates, agents and employees shall not offer, give, or agree or promise to give any gratuity to a Commonwealth official or employee or to any other person, the acceptance of which would violate the Governor’s Code of Conduct, Executive Order 1980-18, 4 Pa. Code §7.151 et seq. or any statute, regulation, statement of policy, management directive or any other published standard of the Commonwealth. Contractor, its affiliates, agents and employees shall not, directly or indirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any Commonwealth official or employee. Contractor, its affiliates, agents, employees, or anyone in privity with him or her shall not accept or agree to accept from any person, any gratuity in connection with the performance of work under the contract, except as provided in the contract. Contractor shall not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material on this project, unless the financial interest is disclosed to the Commonwealth in writing and the Commonwealth consents to Contractor’s financial interest prior to Commonwealth execution of the contract. Contractor shall disclose the financial interest to the Commonwealth at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than Contractor’s submission of the contract signed by Contractor. Contractor, its affiliates, agents and employees shall not disclose to others any information, documents, reports, data, or records provided to, or prepared by, Contractor under this contract without the prior written approval of the Commonwealth, except as required by the Pennsylvania Right-to-Know Law, 65 P.S. §§ 75

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M-SDMA O&G Surface Development Management Agreement 67.101-3104, or other applicable law or as otherwise provided in this contract. Any information, documents, reports, data, or records secured by Contractor from the Commonwealth or a third party in connection with the performance of this contract shall be kept confidential unless disclosure of such information is: a. b. Approved in writing by the Commonwealth prior to its disclosure; or Directed by a court or other tribunal of competent jurisdiction unless the contract requires prior Commonwealth approval; or Required for compliance with federal or state securities laws or the requirements of national securities exchanges; or Necessary for purposes of Contractor’s internal assessment and review; or Deemed necessary by Contractor in any action to enforce the provisions of this contract or to defend or prosecute claims by or against parties other than the Commonwealth; or Permitted by the valid authorization of a third party to whom the information, documents, reports, data, or records pertain: or Otherwise required by law.

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Contractor certifies that neither it nor any of its officers, directors, associates, partners, limited partners or individual owners has not been officially notified of, charged with, or convicted of any of the following and agrees to immediately notify the Commonwealth agency contracting officer in writing if and when it or any officer, director, associate, partner, limited partner or individual owner has been officially notified of, charged with, convicted of, or officially notified of a governmental determination of any of the following: a. Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property. Commission of fraud or a criminal offense or other improper conduct or knowledge of, approval of or acquiescence in such activities by Contractor or any affiliate, officer, director, associate, partner, limited partner, individual owner, or employee or other individual or entity associated with: (1) (2) (3) obtaining; attempting to obtain; or performing a public contract or subcontract.

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Contractor’s acceptance of the benefits derived from the conduct shall be deemed evidence of such knowledge, approval or acquiescence. c. d. e. f. Violation of federal or state antitrust statutes. Violation of any federal or state law regulating campaign contributions. Violation of any federal or state environmental law. Violation of any federal or state law regulating hours of labor, minimum wage standards or prevailing wage standards; discrimination in wages; or child labor violations. Violation of the Act of June 2, 1915 (P.L.736, No. 338), known as the Workers’ Compensation Act, 77 P.S. 1 et seq. Violation of any federal or state law prohibiting discrimination in employment. Debarment by any agency or department of the federal government or by any other state. Any other crime involving moral turpitude or business honesty or integrity. 76

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M-SDMA O&G Surface Development Management Agreement Contractor acknowledges that the Commonwealth may, in its sole discretion, terminate the contract for cause upon such notification or when the Commonwealth otherwise learns that Contractor has been officially notified, charged, or convicted. 11. If this contract was awarded to Contractor on a non-bid basis, Contractor must, (as required by Section 1641 of the Pennsylvania Election Code) file a report of political contributions with the Secretary of the Commonwealth on or before February 15 of the next calendar year. The report must include an itemized list of all political contributions known to Contractor by virtue of the knowledge possessed by every officer, director, associate, partner, limited partner, or individual owner that has been made by: a. Any officer, director, associate, partner, limited partner, individual owner or members of the immediate family when the contributions exceed an aggregate of one thousand dollars ($1,000) by any individual during the preceding year; or Any employee or members of his immediate family whose political contribution exceeded one thousand dollars ($1,000) during the preceding year.

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To obtain a copy of the reporting form, Contractor shall contact the Bureau of Commissions, Elections and Legislation, Division of Campaign Finance and Lobbying Disclosure, Room 210, North Office Building, Harrisburg, PA 17120. 12. Contractor shall comply with requirements of the Lobbying Disclosure Act, 65 Pa.C.S. § 13A01 et seq., and the regulations promulgated pursuant to that law. Contractor employee activities prior to or outside of formal Commonwealth procurement communication protocol are considered lobbying and subjects the Contractor employees to the registration and reporting requirements of the law. Actions by outside lobbyists on Contractor’s behalf, no matter the procurement stage, are not exempt and must be reported. When Contractor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or in these provisions has occurred or may occur, including but not limited to contact by a Commonwealth officer or employee which, if acted upon, would violate such ethical standards, Contractor shall immediately notify the Commonwealth contracting officer or Commonwealth Inspector General in writing. Contractor, by submission of its bid or proposal and/or execution of this contract and by the submission of any bills, invoices or requests for payment pursuant to the contract, certifies and represents that it has not violated any of these contractor integrity provisions in connection with the submission of the bid or proposal, during any contract negotiations or during the term of the contract. Contractor shall cooperate with the Office of Inspector General in its investigation of any alleged Commonwealth employee breach of ethical standards and any alleged Contractor non-compliance with these provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of the Office of Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Inspector General to Contractor's integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor's business or financial records, documents or files of any type or form that refers to or concern this contract. For violation of any of these Contractor Integrity Provisions, the Commonwealth may terminate this and any other contract with Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all additional costs and expenses incurred in obtaining another contractor to complete performance under this contract, and debar and suspend Contractor from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise. For purposes of these Contractor Integrity Provisions, the following terms shall have the meanings found in this Paragraph 17.

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M-SDMA O&G Surface Development Management Agreement a. “Confidential information” means information that a) is not already in the public domain; b) is not available to the public upon request; c) is not or does not become generally known to Contractor from a third party without an obligation to maintain its confidentiality; d) has not become generally known to the public through an act or omission of Contractor; or e) has not been independently developed by Contractor without the use of confidential information of the Commonwealth.

b. “Consent” means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by pre-qualification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of execution of this contract. c. “Contractor” means the individual or entity that has entered into this contract with the Commonwealth, including those directors, officers, partners, managers, and owners having more than a five percent interest in Contractor

d. “Financial interest” means: (1) Ownership of more than a five percent interest in any business; or (2) Holding a position as an officer, director, trustee, partner, employee, or holding any position of management. e. “Gratuity” means tendering, giving or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply. “Immediate family” means a spouse and any unemancipated child. “Non-bid basis” means a contract awarded or executed by the Commonwealth with Contractor without seeking bids or proposals from any other potential bidder or offeror. “Political contribution” means any payment, gift, subscription, assessment, contract, payment for services, dues, loan, forbearance, advance or deposit of money or any valuable thing, to a candidate for public office or to a political committee, including but not limited to a political action committee, made for the purpose of influencing any election in the Commonwealth of Pennsylvania or for paying debts incurred by or for a candidate or committee before or after any election.

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “J” SURFACE DEVELOPMENT MANAGEMENT AGREEMENT NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE FOR LOYALSOCK STATE FOREST LANDS Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”) The Contractor agrees: 1. In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the contract or any subcontract, the Contractor, each subcontractor, or any person acting on behalf of the Contractor or subcontractor shall not, by reason of gender, race, creed, or color, discriminate against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under the contract on account of gender, race, creed, or color. The Contractor and each subcontractor shall establish and maintain a written sexual harassment policy and shall inform their employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined. The Contractor and each subcontractor shall not discriminate by reason of gender, race, creed, or color against any subcontractor or supplier who is qualified to perform the work to which the contracts relates. The Contractor and each subcontractor shall, within the time periods requested by the Commonwealth, furnish all necessary employment documents and records and permit access to their books, records, and accounts by the contracting agency and the Bureau of Minority and Women Business Opportunities (BMWBO), for purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause. Within fifteen (15) days after award of any contract, the Contractor shall be required to complete, sign and submit Form STD-21, the “Initial Contract Compliance Data” form. If the contract is a construction contract, then the Contractor shall be required to complete, sign and submit Form STD-28, the “Monthly Contract Compliance Report for Construction Contractors”, each month no later than the 15th of the month following the reporting period beginning with the initial job conference and continuing through the completion of the project. Those contractors who have fewer than five employees or whose employees are all from the same family or who have completed the Form STD-21 within the past 12 months may, within the 15 days, request an exemption from the Form STD-21 submission requirement from the contracting agency. The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that those provisions applicable to subcontractors will be binding upon each subcontractor. The Commonwealth may cancel or terminate the contract and all money due or to become due under the contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.

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6. 7.

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M-SDMA O&G Surface Development Management Agreement COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES EXHIBIT “K” MEMORANDUM OF SURFACE DEVELOPMENT MANAGEMENT AGREEMENT Attached to and made part of that certain Surface Development Management Agreement dated _____________, (the “Agreement”) by and between Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of Conservation and Natural Resources (“Department”), Anadarko E&P Company LP and Anadarko Marcellus Midstream, L.L.C. (collectively the “Operator”)

COMMONWEALTH OF PENNSYLVANIA § § COUNTY OF §

THIS MEMORANDUM OF SURFACE DEVELOPMENT MANAGEMENT AGREEMENT (“Memorandum”) is made and entered into as of the day of , 201_, by and between COMMONWEALTH OF PENNSYLVANIA (“Commonwealth”), acting through the DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES (“Department”), whose address is , and ANADARKO E&P COMPANY LP and ANADARKO MARCELLUS MIDSTREAM, L.L.C., whose address is P.O. Box 1330, Houston, Texas 77251-1330 (collectively the “Operator”). WHEREAS, Commonwealth acting through the Department granted a Surface Development Management Agreement (the “Agreement”) to Operator, effective the day of , 201_ (the “Effective Date”) covering the property described as follows:

The Agreement will remain in force for ten (10) years from the Effective Date and shall continue thereafter so long as Operator conducts oil and gas drilling and/or production operations upon the premises or Operator is engaged in the abandonment or those operations or removal of equipment therefrom. The purpose of this Memorandum is to evidence of public record the existence of the Agreement, and Commonwealth, Department and Operator have agreed to file this Memorandum in the records of County, Pennsylvania, in lieu of filing the Agreement in full in said County records. In executing and recording this Memorandum, Commonwealth, Department and Operator agree that each party has accepted the Agreement and is bound by all of the terms, conditions, restrictions, and obligations imposed therein.

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M-SDMA O&G Surface Development Management Agreement IN WITNESS WHEREOF, this Memorandum is executed on this _____ day of __________, 201_, effective the ____ day of __________, 201_.

ANADARKO E&P COMPANY LP

Name: _________________________________________ Title: __________________________________________ Tax ID. # 73-0739973

ANADARKO MARCELLUS MIDSTREAM, L.L.C.

Name: __________________________________ Title: ___________________________________ Tax ID. # 26-4610122

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES Ellen Ferretti Deputy Secretary Parks and Forests APPROVED AS TO LEGALITY AND FORM: CHIEF COUNSEL DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES OFFICE OF GENERAL COUNSEL OFFICE OF ATTORNEY GENERAL

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M-SDMA O&G Surface Development Management Agreement ACKNOWLEDGMENTS

COMMONWEALTH OF PENNSYLVANIA COUNTY OF _____________ § §

§

On this the _____ day of __________, 201_, before me, the undersigned, personally appeared _____________, _________________ of Commonwealth of Pennsylvania Department of Conservation and Natural Resources and acknowledged that he/she executed the same as an act of the Commonwealth of Pennsylvania Department of Conservation and Natural Resources. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ______________________________________________ Notary Public in and for the State of Pennsylvania Printed Name: _________________________________ My Commission Expires:__________________________

STATE OF TEXAS COUNTY OF MONTGOMERY

§ § §

On this the _____ day of __________, 201_, before me, the undersigned officer, personally appeared _____________, Agent and Attorney-in-Fact of Anadarko E&P Company LP and acknowledged that he/she executed the same as an act of the limited partnership. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ______________________________________________ Notary Public in and for the State of Texas Printed Name: _________________________________ My Commission Expires:__________________________ STATE OF TEXAS COUNTY OF MONTGOMERY § § §

On this the _____ day of __________, 201_, before me, the undersigned officer, personally appeared _____________, Agent and Attorney-in-Fact of Anadarko Marcellus Midstream, L.L.C. and acknowledged that he/she executed the same as an act of the limited liability company. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ______________________________________________ Notary Public in and for the State of Texas Printed Name: _________________________________ My Commission Expires:__________________________

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