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HomeMy WebLinkAbout3c -Amended and Restated Agency Agreement (Exxon Mobil and XTO)AMENDED and RESTATED AGENCY AGREEMENT RECEIVED DEC 1 2011 G IWARKETING This Amended and Restated Agency Agreement ("Agreement") is effective as of November 1, 2010, by and between EXXON MOBIL CORPORATION and the EM -affiliated signatories listed in Exhibit B (referred to collectively as "EM"), and XTO ENERGY INC. and the XTO-affiliated signatories listed in Exhibit C (referred to collectively as "XTO"). This Agreement amends and restates the Agency Agreement executed as of November 1, 2010, by and between Exxon Mobil Corporation and XTO Energy Inc. RECITALS A. Exxon Mobil Corporation, through merger of corporate affiliates, has acquired all of the corporate stock of XTO Energy Inc. B. EM desires to engage XTO, as an independent contractor under this Agreement, to manage on behalf of EM certain oil and gas interests in the continental United States owned of record by EM, as more fully set forth in the attached Exhibit A (collectively the "Properties"). C. XTO is willing and able to manage the Properties for and on behalf of EM, as more fully set forth in this Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, EM and XTO agree as follows. 1. Operator of Properties. XTO hereby agrees to operate and maintain the Properties of EM listed on the attached Exhibit A, and to diligently and carefully perform all of the work required to operate and maintain the Properties in a good and workmanlike manner in accordance with the terms of this Agreement and applicable operating agreements. EM authorizes XTO to provide, and XTO will provide, the following services, on behalf of EM, related to the Properties. (a) XTO will drill, complete, test, equip, produce, deepen, plug back, sidetrack, rework and conduct other similar operations on all wells on the Properties (or lands pooled therewith) for which EM is the operator, and propose such operations to co-owners of the Properties (or lands pooled therewith) or co - participants in such operations. (b) XTO will conduct all recommended or necessary geophysical and geological surveys or studies, or purchase or license such data from third parties, and analyze all such data relating to the Properties. Page 1 of 18 (c) XTO will obtain, amend, extend, renew, replace and release leases related to the Properties, as XTO, in its judgment, deems appropriate, and preform all title curative actions XTO deems necessary as a prudent operator. (d) XTO will conduct day to day operations of the Properties owned and/or operated by EM, and XTO will bill all joint owners for expenses on such operated Properties. (e) XTO will review and pay the operator for joint billing on non -operated Properties. (f) XTO will prepare and file all required regulatory and other monthly production reports. (g) XTO will pay ad valorem or other property taxes. (h) XTO will pay all royalties, shut-in royalties, minimum royalties, delay rentals and other lease obligations (including surface payments), if any, related to the Properties. (i) XTO will prepare and file all appropriate documents with regulatory agencies. (j) XTO will inform all product purchasers, processors, and transporters that XTO and EM have entered into this Agreement; provided that EM will be responsible for and assist in the transfer of payments to XTO. (k) XTO will obtain title opinions, division order title opinions and other similar title reports and will review and pay billings of attorneys and land brokers utilized in such title review and in connection with new leasing, land and title related activities in connection with the Properties. XTO will review and pay the lease bonuses for newly acquired leases and other interests related to the Properties, as well as delay rentals and other obligations of EM under the leases, easements, surface agreements and other agreements related thereto. (1) (m) XTO will provide general accounting services on a timely basis, such as, but not limited to, general ledger, joint interest and accounts payable functions, and all of the related standard control functions and procedures, as needed from time to time. (n) XTO will maintain DOI pay lists, change of ownership files, suspense accounts and the like, on a timely basis, related to the Properties. (o) XTO will draft, negotiate and execute operating agreements, farmout agreements, farmin agreements, assignments, term assignments, participation agreements, Page 2 of 18 (p) (q) development agreements, exploration agreements, area of mutual interest agreements, surface leases, surface use agreements, easements, rights-of-way, declarations and designations of pooling, unitization, communitization and pooling agreements, and other similar agreements related to the Properties. In connection with the management of all claims, disputes, mediations, arbitrations and litigation relating to the Properties, XTO and EM shall agree as to which entity shall handle such matters, on a case-by-case basis, at the time such matters arise. XTO is authorized to conduct all operations and services under this Agreement in its own name and as an independent contractor or in the name of EM, with XTO acting as its agent (Attorney -in -Fact). XTO will furnish all labor, supervision, materials, equipment, and supplies necessary for the operation and maintenance of the Properties and the services listed above. (r) XTO is authorized to conduct marketing services under this Agreement in its own name. (s) XTO shall administer and manage all of EM's existing written and verbal Purchase Orders, Work Orders, and other orders for goods and/or services ("Contracts") for the Properties. XTO shall notify EM in writing of the termination of any Contracts as soon as practicable. XTO shall also issue, administer and manage new written and verbal Contracts as needed. XTO's administration and management of all existing and new Contracts shall include, but not be limited to, review and payment of invoices from suppliers. It is envisioned that XTO will be positioned to fully manage this work on or about January 1, 2012 and the parties will cooperate with each other during the transitional phase. (t) XTO will perform any other services necessary for XTO to operate, manage and maintain the Properties. 2. Quality and Inspection. All materials, work and services supplied hereunder will be of good quality and free from defects and of at least the same general quality historically utilized by EM, and will at all times be subject to inspection by EM, but neither inspection nor failure to inspect by EM will leave XTO free from any obligations hereunder. No payment or acceptance by EM hereunder will constitute a waiver of the foregoing, nor will anything herein contained be construed to exclude or limit any warranties provided by law. 3. Purchase and Sale of Natural Gas Products. The following applies with respect to Natural Gas Products (as that term is defined in Paragraph 3a) owned by or controlled by EM from the Properties listed on Exhibit A and which are made available under this Agreement: Page 3 of 18 (a) "Natural Gas Products" as used in this Agreement means natural gas and all components of natural gas, including those extracted in a processing plant (which plant may or may not include fractionation units), and other non -hydrocarbon gases and shall include, but not be limited to, methane, ethane, propane, normal butane, iso- butane, natural gasoline, condensate, raw make (mix), other related hydrocarbons, sulfur, helium, nitrogen and carbon dioxide. (b) XTO is hereby authorized to market all Natural Gas Products owned or controlled by EM from the Properties. XTO shall use its good faith efforts to sell EM's Natural Gas Products at the best price obtainable under the circumstances at the time of such sales. XTO may also purchase Natural Gas Products under the terms and conditions set forth in this Agreement for use by XTO in XTO's operations. (c) Legal title to the Natural Gas Products shall pass from EM to XTO at appropriate transfer and delivery points. XTO shall have possession, legal title and the good right to deliver and sell such Natural Gas Products. EM shall retain a beneficial interest in the Net Proceeds (as that term is defined in Paragraph 4a) of the commercial arrangements entered into by XTO for such Natural Gas Products and bear the risk of the value to be achieved by XTO in third party sales of such products. (d) XTO, in the course of marketing EM's Natural Gas Products, will be responsible for (i) rendering statements or invoices to the purchasers of such product, (ii) for collecting and receiving amounts owed by the purchasers of EM's Natural Gas Products in accordance with the terms of the sales contracts pursuant to which XTO markets such products, (iii) paying all fees and charges on behalf of XTO for gathering, treating and/or processing of EM's Natural Gas Products to the point of sale with the purchasers of EM's products, and (iv) otherwise administering and complying with the obligations of "seller" under all sales contracts under which XTO markets EM's Natural Gas Products and the obligations of "shipper" under all agreements pursuant to which XTO has EM's Natural Gas Products gathered, treated and/or processed in conjunction with marketing EM's products. In connection with the foregoing, the parties acknowledge that (x) XTO may utilize XTO's existing sales, gathering, treating and/or processing agreements as well as enter into new sales, gathering and/or processing agreements in marketing EM's Natural Gas Products, and (y) EM's Natural Gas Products may be marketed by XTO together with other products owned or controlled by XTO which is being marketed by XTO. If EM's Natural Gas Products are marketed by XTO together with other products owned or controlled by XTO, there shall be an equitable allocation of the proceeds received from the sales of all such Natural Gas Products and an equitable allocation of fees and charges incurred by XTO in gathering, treating and/or processing all such gas. (e) XTO will utilize its current transportation agreements and capacity as title holder of Natural Gas Products sold in the course of marketing EM's Natural Gas Products. Page 4of18 (0 XTO will be responsible for disbursements and allocations of proceeds and the payment of any royalties and other burdens, and taxes resulting from sale of any Natural Gas Products owned or controlled by EM. XTO will prepare and distribute 1099's for the owners of all activity during the time period XTO makes the distributions/disbursements under this Agreement. (g) Exxon Mobil Corporation and XTO Energy Inc. are parties to an Inter -Affiliate Reciprocal Services Agreement effective as of June 25, 2010. The terms, rights, obligations and definitions of the Inter -Affiliate Reciprocal Services Agreement are incorporated in this Agreement to the extent not replaced or superseded by the terms of this Agreement. In the event of any inconsistency between this Agreement and the Inter -Affiliate Reciprocal Services Agreement, this Agreement shall control, including but not limited to, 4(b) (Marketing Fees). (h) ExxonMobil Gas & Power Marketing Company, a division of Exxon Mobil Corporation ("ExxonMobil"), and XTO Energy Inc. are parties to an Inter -Affiliate Reciprocal Agency & Transfer Agreement effective as of April 1, 2011 ("Agency & Transfer Agreement") which covers the marketing of certain natural gas interests in the continental United States owned of record by ExxonMobil or XTO Energy Inc. The aforementioned Agency & Transfer Agreement is limited to the properties set forth in Exhibit A to such Agency & Transfer Agreement. This Agreement is not meant to overlap or conflict with the aforementioned Agency & Transfer Agreement in any way and only covers the properties specifically listed in Exhibit A to this Agreement. (i) All Natural Gas Products delivered by XTO on EM's behalf shall meet the pressure, quality and heat content requirements of the receiving transporter. Measurement of Natural Gas Products quantities hereunder shall be in accordance with the established procedures of the receiving transporter. 4. Payment. As consideration for the services rendered by. XTO hereunder, XTO will be paid and entitled to retain all fees and charges billed to third parties under applicable operating agreements; additionally EM will reimburse XTO for EM's proportionate working interest share of all such fees and charges not otherwise recouped from third parties or out of proceeds of Natural Gas Products sold by XTO in the course of marketing EM's Natural Gas Products. (a) Proceeds from sale of Natural Gas Products. XTO agrees to pay to EM one hundred percent (100%) of the "Net Proceeds" XTO receives for the sale of EM's Natural Gas Products, minus actual fees related to disposition of such products, including but not limited to transportation, treatment expenses, balancing costs, storage, credit, covering purchases, and payments made by XTO. "Net Proceeds" shall be equal to 1) the total revenues received attributable to the sale of EM's Natural Gas Products under the applicable XTO sales contract or a weighted average sales price obtained at the point of sale including any components thereof sold to Page 5 of 18 unaffiliated third parties; or 2) if Natural Gas Products are used by XTO in XTO's operations, a transfer price reflective of market value. (b) Marketing Fees. In exchange for marketing services, XTO may charge EM a fee up to an equivalent of five cents ($0.05) per MMbtu. The fee, applicable volume and payment terms may be adjusted from time to time as mutually agreed by Exxon Mobil Corporation and XTO Energy Inc. Such fee shall be the only beneficial interest that XTO shall have in such transaction. 5. Reports. XTO will deliver to EM reports of operations conducted for the Properties and marketing of EM's Natural Gas Products therefrom, upon request by EM. Such reports will include amounts of leased or owned acreage and reserves, which will be included as part of XTO's total acreage and reserves reported to EM and, as legally required, to third parties, despite record title ownership of the Properties being held by EM. 6. Audits and Records. The parties shall each preserve or cause to be preserved all records in accordance with applicable rules and regulations of the governmental bodies having jurisdiction with respect to the retention of such records. In any event, such records shall be retained for a period of not less than three years. EM shall have the right to examine the books, records, and charts of XTO, during normal working hours, to the extent necessary to verify the accuracy of any statement, charge, or computation made under or pursuant to any of the provisions herein. If any such examination reveals, or if either party otherwise discovers, any error or inaccuracy in its own or the other party's statements, payments, calculations, or determinations, then proper adjustment and correction thereof will be made as promptly as practicable thereafter; provided that no adjustment of any statement, billing, or payment will be made after the lapse of two years from the rendition thereof. 7. Safety. XTO will take all reasonable steps necessary to maintain adequate protection of persons and property during XTO's performance of services hereunder. If there is any damage to any personal property or equipment of EM that occurs as a result of XTO's failure to conduct operations in a safe manner, XTO will be responsible for such damage. If XTO fails to repair such damage promptly, EM will have the right to make such repairs and to deduct any such amounts from the total amount to be paid to XTO or to invoice XTO for such amounts. 8. Insurance. At all times while performing work hereunder, XTO will carry and maintain with insurers satisfactory to EM the following insurance, unless greater limits are required under the terms of an applicable joint operating agreement or other agreement or rule or regulation of any governmental body having jurisdiction: (i) Worker's compensation and employer's liability insurance covering all employees engaged directly or indirectly in the performance of work hereunder, in accordance with the worker's compensation insurance laws of the state in which such work is being performed; (ii) Comprehensive general liability insurance with the limits for bodily injury or death of $1,000,000 for each person and for each accident and with limits for property damage of $1,000,000 for each accident and in the aggregate; and (iii) Comprehensive automobile liability insurance with limits for bodily injury or Page 6of18 death of $1,000,000 for each person and $1,000,000 for each accident with limits for property damage of $1,000,000 for each accident and in the aggregate. XTO may satisfy its insurance obligations under this Agreement through self-insurance. 9. Indemnity. XTO Energy Inc. will indemnify and hold Exxon Mobil Corporation, its affiliates and their respective officers, directors, shareholders, and employees, harmless from and against any and all claims, demands, causes of action, damages, and liabilities (including those asserted by agents or employees of XTO or EM) arising out of or in connection with the operation of the Properties or any of the services performed by XTO, its agents, employees, or subcontractors, under this Agreement, and XTO will promptly reimburse EM for all reasonable costs (including attorney's fees) incurred by EM with respect to any such claims, demands, causes of action, damages, and liabilities. 10. Permits. XTO agrees to obtain all permits and licenses required in connection with the performance of the services covered hereby and will use all reasonable efforts to comply with all federal and state laws (including labor laws), ordinances, and rules, regulations, and orders of governmental agencies applicable to said services. EM will reimburse XTO for all such permits and licenses to the extent required solely for XTO's operation of the Properties. 11 Taxes. Unless otherwise provided herein or required by law, XTO will pay all social security and other taxes imposed upon it as an employer and supplier of goods, materials and/or labor in connection with the performance of this Agreement and upon request, will furnish evidence when required by EM, showing that all such payments required to be made have been paid. XTO will pay all local, state and federal taxes, and applicable sales, use, consumer, excise and similar taxes, and unemployment and employee withholding, in connection with the services provided hereunder. 12. Term. This Agreement shall become effective as of the Effective Date and shall continue for a primary term of one year thereafter. After the expiration of the primary term, this Agreement shall automatically continue in effect from year to year until terminated upon 30 days written notice prior to the renewal date by either party to the other party. 13 Force Majeure. If either party is rendered wholly or in part by Force Majeure unable to carry out its obligations under this Agreement, other than to make payments of amounts due, it is agreed that on such party's giving notice and full particulars of such Force Majeure in writing or by electronic data transmitted to the other party as soon as possible after the occurrence of the causes relied on, then the obligations of the parties, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any liability so caused, but for no longer period, and such causes shall, so far as possible, be remedied with all reasonable dispatch. The term "Force Majeure" as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests, and restraints of governments and people, civil disturbances, or any other cause beyond the control of the party (other than to make payment of money hereunder). Page 7 of 18 wpig 14. Notices. Any notice called for in this Agreement shall be in writing shall be construed as having been given if delivered personally, by courier, overnight delivery, email facsimile, or by certified U.S. mail, postage prepaid, by either party to the other party at the addresses given below. Routine communications, including payments, shall be considered as duly delivered, when mailed by ordinary U.S. mail, postage paid. Monthly statements shall be considered as duly delivered when forwarded to EM by electronic data transmission, and subsequently mailed by ordinary U.S. mail, postage paid. The addresses to which notices, statements and payments shall be given are as follows: XTO Energy Inc. 810 Houston Street Fort Worth, Texas 76102 Attention: Edwin S. Ryan, Jr., Senior Vice President Land Administration Entail: win rvanlu:xtocnergy.corn Fax. 817-885-2224 Exxon Mobil Corporation PO Box 2180 Houston, TX 77252 Attention: Gas Marketing Manager Fax: 713-656-9276 Such addresses may from time to time be changed by either party by mailing appropnate written notice to the address set forth above. 15. Assignment. This Agreement may not be assigned by XTO or by operation of law, nor will XTO subcontract any obligations hereunder without the prior consent of EM; provided, however, XTO may retain independent contractors to perform services on EM locations pursuant to master services agreements(or similar agreements) for those services that are routinely conducted by independent contractors in the oil and gas industry. 16. Entire Agreement. This Agreement, including Exhibits A - D, which are attached hereto and incorporated herein by this reference, constitutes the entire agreement with reference to the subject matter of this Agreement and supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein will be binding or valid. This Agreement may be amended by the mutual written agreement of the parties hereto; provided, however, Exhibit A may be modified from time to time without a formal amendment of this Agreement by replacing the then current Exhibit with a new Exhibit, which is dated and signed by the Exxon Mobil Corporation and XTO Energy Inc 17. Joinder. The Parties agree that any affiliate of XTO Energy Inc. or Exxon Mobil Corporation may become a party to this Agreement by agreeing to its terms and providing notice Page 8of18 to the current parties to the Agreement. Such notice may be provided by letter in a form similar to the one attached as Exhibit D hereto. 18. Governing Law. The validity of this Agreement and its terms or provisions, as well as the rights and duties of the parties hereunder, will be governed by the laws of the State of Texas. 19. Legal Construction. If any provisions hereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision hereof, and the remaining provisions of this Agreement will continue in full force and effect. If there is any conflict between the provisions of this Agreement and any attachments hereto, then this Agreement will govern. Executed as of the day and year first above written. EXXON MOBIL CORPORATION By: David Attwood Title: Gas Marketing Manager Signature: Date: 164t. To6u...1a..r 2cet XTO ENERGY INC. By: Ten - Title: signaturarr Date: S qtr, Page 9 of 18 Eagle Ford Play, South Texas ad CU ?, 0 (1) a) (.) 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CCCC� »�����ZzzZzz 2�aa.aaa.0_aaaaaa..00i-�W»»0 s3: 3: 3: 3: U) CO CO O9CnCnCnCOCOCOV)U)Cn(n(nU)CnCnU)CnCn(n0000GOU)cnU)COV)COV7Cn U)COCOCnCnCnCn QaaaaQQaQQQaQaaaQaaQaQQa<QQa aaaaaQQaaaaa xxxxxx�xxxxxxxxxxxxxxxx xxx xxxxxxxxxxxx UJ w W w w W W W W w W w w W W W w w W w w W w W W W W W W w w W w W w W W W w F- F- F- F- F- F- F- F- F- F- F- F- F- F- F- F- F- F- F- i- F- F- F- F- F- F- F- F- F- F- F- F- F- F- f- E- 0000Od'o0CDh-h- 03ln000c4 0<-.--Ont0CD VD OD 001�o00Dt� 0000 00 N _ OD LC)OP-0.-[td s-NIse-000Ou)e-h- oD�C)0OI-MCDrU,CCOCVONOOP-'-O C1) U) u) P- .- O O O e-- N O CO O Tfi P- O P- O N P- P- ct MOO 00 O,- CD O O M M O O O O CO O O w W L()oe 0 c4 Tr 66P-Ne-00)0)000.-6Lt)L()CTi r-6Ntn00N-Tt OOTiNQN O)OOCOOOP-NTr V'co) OMP P-h<-COMMCArNctd'i)CO.4u)e-ODtC)NTYco) MCONT-NCOCO e -e - ODs - u) CO COMOOnrctcoe- ere - Mr e- MP - M NP Tr ea et - M<- CD *-MP-a-ODODN M M N et M u) Ln et C0 N e- CO M et N u) e- (V s - N E2 0 z 0 m 0_ co 0 U-12 u_ Z 0 m W W Z 7 Z m 0 oz z z 0 wwwwaa a� U < 0 > 00 - -wo J J CCOCi)U)U)a_0_a.- 0 ~ �0 m QaQQ Y J a QaQQ , w , 'CL 0 — (n 00)0)WV)COCI)CA�U W m aoaomCaLLGLLLdeCC CW C/1 COa)QDCD >-CCCXfr YY cncDnDW00zz0oNNNN v QzzzzWWW�WWcc(/) ' n-000 YQQWZZZZ F-WW� QS YYYOmm=�YYYYWS��Cl'�CC� CLOC.9=>->->->-a)--az►w--)I 0000«z�OenUOOOOODdaa-Izz awa0QOCmmCCL CL CO iisa. a. 00000WLLc0035mm«<C<CU)CO5mmm aacwww O r e- u) CO ct (D (O (O CD Tt CO U3 M V 7t (D e- to t- e- M O Tt P- M P- e-- C D CA C D (0 CO u) e- O N O Q) 00 O T -N (0 N M OD 00 00 00 tD CO Tr 00 O (0 CO CD CO 0) O 00 O CO 00 CO O P- O U) O) CO U) N M N N N et P - P- MCnOCOP-COCOOCOU)COhP- e—P•OO U›L(7NM(O00)00OLnr-NCONCOOU)COCO.- "T 1.9�tCQets-s-NC) C? 99 tO1-C? f O OCD"CD 6 00666 OD Ob OODpDOD OD 000DOD 0000 O0 6OD000000CDCO 006OOD666ODOD00OD000000CO6 O O 0 0 0 0 0 0 0 0 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7 0 0 0 000000 000000 -JQQJJQQQ =mJ JmmmJ m 000000 000000 glgga 0000000 4"J J J J J J ,;x000000 coo o o 0 0 0 0 Q .r Colorado Blocks O N. Cr) CD CD hs OOUlM1OOP- LOVDrOOM O LC) e- LO O ts O u1 hs QD CD OD MVD CO 0 0 w w z J_ u; Q w m J w0P 0 J Qti� U C) awo 000n� > zzzaJ J a a Q W J J J = V,mmmdti §z000D� cacoco 04 v— 04 — T11, OVVD N OO OO OO cfi VD 411si-000,1I- r 0 0 0 r O M M MMM M 0 0 0 0 0 r r r r r r Texas Blocks , 1zzzZZ =00000 :3 FCL - V »O» 2 N COCOCOCOCO aaaaa XXXXX W W W W W O O N O O O O M O O OOOVD U1 OOetON Ot-MVD NrODr O> 0 z I- F- W Y Y CC 2200n »00w O0Q' W m wwmma zzM2c wwwwn. mmaacn r rOOOO C r r M M U, M M 00 OO V' O O N N M M M CO M M 0 0 0 O 0 Exhibit B EM Signatories Exxon Mobil Corporation and XTO Energy Inc. are parties to that certain Agency Agreement made and entered into effective November 1, 2010 ("Agency Agreement"). The following affiliates formally elect to become a party to the Agency agree to abide by its terms with effect as of January 1st, 2012. Mobil E&P U.S. Development Corporation ExxonMobil Oil Corporation v1 By: Matt Tucker i By: Matt Tucker Title: Gas Marketing Manager_ Title: Lead -Short Term Signature: •-K..5_2 „! Signature: r y Date: ULcz, 2.e. t4.''°" 26M. Date: p aw. 166'x Z-Arl t Mobil Exploration & Producing U.S. Inc. Mobil Exploration & Producing ��o North America Inc. 1(44 By: Matt Tucker y: Matt Tucker Title: Gas Marketing Manager Title: Gas Marketing Manager ;-� Signature:G^'a ✓ �� Signature: Date: 0 teaieliCM l C`." 2-4A 1. Date: 0 t2 i 6' "" 2411 1 , Mobil Producing Texas & New Mexico Inc. Mobil Rocky Mountain Inc. je By: Matt Tucker Ae By: Matt Tucker Title: Gas Marketing Manager ! Title: Gas Marketing Manager Signature: / " f Signature: Date: in a cs..+nas c2 16 `" ten I . Date: n ze.itivi �e 2 ni Mobil Oil Exploration & Producing Southeast Inc. l By: Matt Tucker Title: Gas Marketing Manager Signature: �'.' a z..-�` Date: ptts." .241, Page 16of18 Exhibit C XTO Signatories Exxon Mobil Corporation and XTO Energy Inc. are parties to that certain Agency Agreement made and entered into effective November 1, 2010 ("Agency Agreement"). The following affiliates formally elect to become a party to the Agency Agreement agree to abide by its terms with effect as of January 1 St, 2012. Ardmore Gathering, LLC Barnett Gathering, LP Cross Timbers Energy Services Fayetteville Gathering Company Mountain Gathering, LLC Summit Gathering, LLC Trend Gathering & Treating, LP Nesson Gathering System, LLC Ardmore Gathering, LLC By its sole member, XTO Energy Inc By: Nick J. Dune Title: Sr. Vice Pr Signature: Date: Cross Timbers Energy Services By: Title: Signature: Date: I— !I.1 . Barnett Gathering, LP By: Nick J. Dun e Title: President Signature: Date: Fayetteville Gathering Company By: Nick J. Dun .e Title: Preside Signature: Date: Mountain Gathering, LLC By: Nick J. Dun. e Title: President Air Signature: Date:dm Trend Gathering & Treating, LP By: Nick J. Dun Title: President Signature: Date: Summit Gathering, LLC By: Nick J. Dun Title: President Signature: Date: Nesson Gathering System, LLC By: Nick J. Dun Title: President Signature: Date: Dear Exhibit D Affiliate Joinder Letter Exxon Mobil Corporation and XTO Energy Inc. together with certain of their affiliates, are parties to that certain Amended and Restated Agency Agreement made and entered into effective November 1, 2010 ("Agreement"), a copy of which is attached. Paragraph xx of the Agreement provides that "The Parties agree that any affiliate of XTO Energy Inc. or Exxon Mobil Corporation may become a party to this Agreement by agreeing to its terms and providing notice to the current Parties to the Agreement." This is to inform you that formally elects to become a party to the Agreement as a signatory of listed in Exhibit and agrees to abide by its terms with effect as of xx,xx. Best regards, [Company Name] By: Signature: Title: Date: v.Ave Page 18 of 18