Form 8-K Rice Energy Inc. For: Oct 30

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 8/14/2026

1. AMAT
2. GLOB
3. SPY
4. RDDT
5. SNDK

6. HTFL
7. ADYEN:NA
8. ADYYF
9. WDAY
10. DVLT

Top News Most Read Special Reports

November 5, 2015 7:19 AM EST

E-mail

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2015

RICE ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36273

46-3785773

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (724) 746-6720

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Purchase Agreement

On November 4, 2015, Rice Energy Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Company and Rice Midstream Partners LP (the “Partnership”). Pursuant to the terms of the Purchase Agreement, on November 4, 2015, the Partnership acquired from the Company all of the outstanding limited liability company interests of Rice Water Services (PA) LLC (“PA Water”) and Rice Water Services (OH) LLC (“OH Water”), two wholly-owned indirect subsidiaries of the Company that own and operate the Company’s water services business. The acquired business includes the Company’s Pennsylvania and Ohio fresh water distribution systems and related facilities that provide access to 15.9 MMgal/d of fresh water from the Monongahela River, the Ohio River and other regional water sources in Pennsylvania and Ohio (the “Water Assets”). The Company has also granted the Partnership, until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the areas of dedication defined in the Water Services Agreements (defined below) and (ii) an option to purchase any water treatment facilities acquired by the Company in such areas at the Company’s acquisition cost (collectively, the “Option”). In consideration for the acquisition of the Water Assets and the receipt of the Option, the Partnership paid the Company $200 million in cash, plus an additional amount, if certain of the conveyed systems’ capacities increase by 5.0 MMgal/d on or prior to December 31, 2017, equal to $25 million less the capital expenditures expended by the Partnership to achieve such increase, in accordance with the terms of the Purchase Agreement. The transactions contemplated by the Purchase Agreement are referred to herein as the “Transaction.” The Partnership funded the consideration with borrowings under its revolving credit facility.

The Purchase Agreement includes customary representations and warranties regarding the Water Assets and the Transaction, as well as customary covenants and indemnity provisions. The parties have agreed to indemnify each other with regards to breaches of their respective representations, warranties and covenants set forth in the Purchase Agreement. In addition, the Partnership has agreed to indemnify the Company with respect to certain liabilities related to the business and operations of the Water Assets, subject to certain exceptions as set forth in the Purchase Agreement.

The terms of the Transaction were unanimously approved on behalf of the Company by the Board of Directors of the Company.

The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K, and the foregoing description of the Purchase Agreement is qualified in its entirety by reference to such exhibit. The above description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement. The Purchase Agreement is filed herewith to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement were made as of the date of the Purchase Agreement only and are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual statements of fact about the parties.

Amended and Restated Water Services Agreements

In connection with the closing of the Transaction, on November 4, 2015, the Company entered into Amended and Restated Water Services Agreements (the “Water Services Agreements”) with PA Water and OH Water, respectively, whereby PA Water and OH Water, as applicable, have agreed to provide certain fluid handling services to the Company, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback, produced water and other fluids for the Company within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial term of the Water Services Agreements is until December 22, 2029 and from month to month thereafter. Under the agreement,

the Company will pay (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual CPI adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by PA Water and OH Water, plus a 2% margin.

The foregoing description of the Water Services Agreements is not complete and is qualified in its entirety by reference to the text of the Water Services Agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated in this Item 1.01 by reference.

Sixth Amendment to Rice Energy Inc.’s Third Amended and Restated Credit Agreement

On October 30, 2015, the Company entered into the Sixth Amendment (the “Sixth Amendment”) to its Third Amended and Restated Credit Agreement, among the Company, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto (as amended, the “Amended Credit Agreement”).

The Sixth Amendment (a) capped EBITDAX attributable to cash distributions received by the Company from Rice Midstream Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Rice Midstream Holdings”) at (i) EBITDA (as defined in the Midstream Holdings Credit Agreement (defined below), as amended) of Rice Midstream Holdings multiplied by (ii) the percentage of Rice Midstream Holdings’ equity interests that are owned by the Company, and (b) expanded the hedging covenant in the Amended Credit Agreement to provide for, and permit as secured obligations thereunder, certain firm transportation reimbursement agreements of the Company and its subsidiaries with the lenders and their affiliates.

The foregoing description of the Sixth Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Sixth Amendment, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Borrowing Base Redetermination

In addition, the lenders under the Amended Credit Agreement completed their semi-annual redetermination of the borrowing base scheduled for on or about October 1, 2015. Following the redetermination, the Company’s borrowing base increased from $650 million to $750 million and the sublimit for letters of credit increased from $175 million to $250 million. Additionally, three new lenders were added to the Company’s lender syndicate. The next redetermination of the borrowing base is scheduled for April 2016.

First Amendment to Rice Midstream Holdings LLC’s Credit Agreement

On October 30, 2015, Rice Midstream Holdings entered into the First Amendment (the “First Amendment”) to its Credit Agreement, among Rice Midstream Holdings, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto (the “Midstream Holdings Credit Agreement”). The First Amendment amends the Midstream Holdings Credit Agreement to permit a midstream joint venture between Rice Midstream Holdings and Gulfport Energy Corp. in the Utica Shale (the “Permitted JV”). The First Amendment, among other things, (i) permits unlimited investment into the Permitted JV, subject to certain pro forma leverage and credit facility availability tests, (ii) amends the EBITDA definition to provide for certain capital expansion project add-backs related to the Permitted JV and (iii) allows for cash distributions from unrestricted subsidiaries of Rice Midstream Holdings other than the Permitted JV in amounts up to 40% of EBITDA for reporting periods ending in 2016 (and 25% thereafter), subject to an increased margin chargeable on the loans, and an exclusion for any cash distributions received from the Permitted JV, in each case during such reporting periods.

Additionally, the First Amendment provides that, in connection with the Transaction described above, the aggregate commitments under the Credit Agreement shall be reduced, if the commitments are then higher than such amount, to an amount equal to (i) EBITDA for the most recently completed four fiscal quarters (as adjusted to give pro forma effect to the Transaction) multiplied by (ii) a factor of 15.0, rather than a factor of 5.0.

The foregoing description of the First Amendment is a summary only and is qualified in its entirety by reference to the complete text of the First Amendment a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Relationships

Certain individuals, including officers and directors of the Company and Rice Midstream Management LLC, the general partner of the Partnership (the “General Partner”), serve as officers and/or directors of more than one of

the Company, the Partnership and PA and OH Water. The Company owns 3,623 Common Units and 28,753,623 subordinated units representing limited partner interests in the Partnership. In addition, the Company is the owner of Rice Midstream Holdings, which owns all of the Partnership’s incentive distribution rights and owns and controls (and appoints all the directors of) the General Partner, which owns a non-economic general partner interest in the Partnership.

Item 2.02

Results of Operations and Financial Condition.

On November 5, 2015, the Company announced its results for the quarter ended September 30, 2015. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 concerning the Sixth Amendment and First Amendment is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On November 5, 2015, the Company issued a press release announcing the Transaction. A copy of the press releases is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


EXHIBIT		DESCRIPTION

2.1*		Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP.

10.1		Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling B LLC and Rice Water Services (PA) LLC.

10.2		Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling D LLC and Rice Water Services (OH) LLC.

10.3		Sixth Amendment to its Third Amended and Restated Credit Agreement and Amendment to Limited Consent and Second Amendment, dated as of October 30, 2015, among Rice Energy Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders and other parties thereto.

10.4		First Amendment to its Credit Agreement, dated as of October 30, 2015, among Rice Midstream Holdings LLC, as Borrower, Wells Fargo Bank, National Association, as administrative agent, certain lenders party thereto and the other parties thereto.

99.1		Press Release dated November 5, 2015 relating to quarterly results.

99.2		Press Release dated November 5, 2015 relating to the Transaction.

*	Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the U.S. Securities and Exchange Commission upon request.

THE INFORMATION FURNISHED UNDER ITEM 2.02 AND ITEM 7.01 OF THIS CURRENT REPORT, INCLUDING EXHIBITS 99.1 AND 99.2 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RICE ENERGY INC.

	By:	/s/ Daniel J. Rice IV
		Daniel J. Rice IV
		Director, Chief Executive Officer
Dated: November 5, 2015

EXHIBIT INDEX


EXHIBIT		DESCRIPTION

2.1*		Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP.

10.1		Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling B LLC and Rice Water Services (PA) LLC.

10.2		Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling D LLC and Rice Water Services (OH) LLC.

10.3		Sixth Amendment to its Third Amended and Restated Credit Agreement and Amendment to Limited Consent and Second Amendment, dated as of October 30, 2015, among Rice Energy Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders and other parties thereto.

10.4		First Amendment to its Credit Agreement, dated as of October 30, 2015, among Rice Midstream Holdings LLC, as Borrower, Wells Fargo Bank, National Association, as administrative agent, certain lenders party thereto and the other parties thereto.

99.1		Press Release dated November 5, 2015 relating to quarterly results.

99.2		Press Release dated November 5, 2015 relating to the Transaction.

*	Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the U.S. Securities and Exchange Commission upon request.

Exhibit 2.1

Execution Version

PURCHASE AND SALE AGREEMENT

by and between

RICE ENERGY INC.

and

RICE MIDSTREAM PARTNERS LP

dated as of

November 4, 2015

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		2

ARTICLE II CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS		10

2.1	Conveyances	10

2.2	Consideration	10

2.3	Earn-Out Payments	10

2.4	Transfer Taxes	13

ARTICLE III REPRESENTATIONS AND WARRANTIES OF RICE		13

3.1	Organization and Existence	13

3.2	Authority and Approval; Enforceability	14

3.3	No Conflict	14

3.4	Consents	15

3.5	Laws and Regulations; Litigation	15

3.6	Environmental Matters	16

3.7	Conveyed Interests	16

3.8	Water Assets	17

3.9	Permits	19

3.10	Brokerage Arrangements	19

3.11	Taxes	19

3.12	Contracts	20

3.13	No Adverse Changes	21

3.14	Financial Statements	22

3.15	Regulatory Status	22

3.16	Bankruptcy	22

3.17	Books and Records	23

3.18	Insurance	23

3.19	No Other Representations or Warranties; Schedules	23

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP		23

4.1	Organization and Existence	23

4.2	Authority and Approval; Enforceability	23

4.3	No Conflict	24

4.4	Special Approval	24



4.5	Delivery of Fairness Opinion	25

4.6	Brokerage Arrangements	25

4.7	Available Funds	25

4.8	Investment	25

4.9	No Other Representations or Warranties; Schedules	25

ARTICLE V CERTAIN COVENANTS		26

5.1	Mutual Covenants	26

5.2	Conduct of the Business	26

5.3	Conduct of Business Standard	28

5.4	Independent Investigation	29

5.5	Post-Closing Receivables and Payments	29

5.6	Further Assurances	29

5.7	Tax Covenants	30

5.8	Indebtedness and Release of Liens	31

5.9	Partnership Option to Purchase Water Treatment Assets	31

5.10	Easement Assignment	32

ARTICLE VI CONDITIONS TO CLOSING		32

6.1	Conditions to Each Party’s Obligation to Effect the Transactions	32

6.2	Conditions to the Obligation of the Partnership	32

6.3	Conditions to the Obligation of Rice	33

ARTICLE VII CLOSING		34

7.1	Closing	34

7.2	Deliveries by Rice	34

7.3	Deliveries by the Partnership	34

ARTICLE VIII INDEMNIFICATION		35

8.1	Indemnification of Rice and Other Parties	35

8.2	Indemnification of the Partnership and Other Parties	35

8.3	Indemnification Procedures	35

8.4	Calculation and Payment of Damages	37

8.5	Waiver of Certain Damages	37

8.6	Limitations on Indemnification	37

8.7	Survival	38

8.8	Mitigation	39



8.9	Sole Remedy	39

8.10	Consideration Adjustment	39

ARTICLE IX TERMINATION		39

9.1	Events of Termination	39

9.2	Effect of Termination	40

ARTICLE X MISCELLANEOUS		40

10.1	Expenses	40

10.2	Notices	40

10.3	Governing Law and Venue	41

10.4	Public Statements	41

10.5	Form of Payment	41

10.6	Entire Agreement; Amendments and Waivers	42

10.7	Binding Effect and Assignment	42

10.8	Severability	42

10.9	Interpretation	43

10.10	Headings and Schedules	43

10.11	Counterparts	44

10.12	Determinations by the Partnership	44

10.13	Representation by Counsel	44

10.14	Disclosure Schedules	44

10.15	No Recourse Against Non-Parties	45

iii

EXHIBITS AND SCHEDULES


Exhibit A		Form of Assignment of Conveyed Interest
Exhibit B		Form of Amended and Restated Water Services Agreement – OH
Exhibit C		Form of Amended and Restated Water Services Agreement – PA
Exhibit D		Description of Assets
Schedule 3.3		Non-Contravention
Schedule 3.4		Rice Consents
Schedule 3.5		Litigation
Schedule 3.7(b)		Conveyed Interests
Schedule 3.8(b)		Rice Property
Schedule 3.8(c)		Liens
Schedule 3.8(d)		Insufficient Rights of Way
Schedule 3.8(e)		Pending Proceedings
Schedule 3.12(a)		Contracts
Schedule 3.13		Adverse Changes
Schedule 4.3		Non-Contravention
Schedule 5.10		Easements to be Assigned
Schedule 6.1(b)		Closing Condition Consents

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of November 4, 2015 by and between Rice Energy Inc., a Delaware corporation (“Rice”), and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Rice and the Partnership are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”

RECITALS:

WHEREAS, Rice is the sole member of Rice Midstream Holdings LLC, a Delaware limited liability company (“Midstream Holdings”);

WHEREAS, Midstream Holdings is the sole member of each of (i) Rice Water Services (PA) LLC, a Delaware limited liability company (“Rice Water PA”), and (ii) Rice Water Services (OH) LLC, a Delaware limited liability company (“Rice Water OH” and together with Rice Water PA, the “Rice Water Entities”);

WHEREAS, subject to the terms and conditions of this Agreement, Rice will cause Midstream Holdings to convey 100% of the outstanding limited liability company interests in each of the Rice Water Entities (the “Conveyed Interests”) to the Partnership in exchange for the Consideration (as defined herein);

WHEREAS, the Parties acknowledge that from and after the Closing (as defined herein), the Water Assets (as defined herein) will become part of the “Facilities” as such term is defined and used in that certain Employee Secondment Agreement, effective as of December 22, 2014, by and between Rice and the Partnership (as amended, the “Secondment Agreement”);

WHEREAS, the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner (as defined herein) has (i) received an opinion of Simmons & Company International, the financial advisor to the Conflicts Committee (the “Partnership Financial Advisor”), that the Consideration to be paid by the Partnership as consideration for the Conveyed Interests pursuant to this Agreement is fair to the Partnership and its common unitholders (other than the General Partner and its Affiliates (as defined herein)) from a financial point of view, (ii) determined that the transactions contemplated by the Transaction Documents (as defined herein) are not adverse to the interests of the Partnership and the common unitholders of the Partnership (other than the General Partner and its Affiliates), (iii) granted “Special Approval” with respect to the Transaction Documents and the transactions contemplated thereby pursuant to Section 7.9(d)(i) of the Partnership Agreement (as defined herein), and (iv) recommended that the Board of Directors of the General Partner approve the transactions contemplated by the Transaction Documents;

WHEREAS, the Board of Directors of the General Partner has approved the Transaction Documents and transactions contemplated thereby; and

WHEREAS, at the Closing, on the terms and conditions set forth in this Agreement, each of the events and transactions set forth in Section 2.1 below shall occur.

NOW, THEREFORE, in consideration of the mutual undertakings and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms below:

“AAA Rules” has the meaning set forth in Section 2.3(c).

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise; provided, however, that (a) with respect to Rice, the term “Affiliate” shall not include any member of the Partnership Group, and (b) with respect to the Partnership Group, the term “Affiliate” shall exclude Rice and its Subsidiaries other than members of the Partnership Group; provided, further, however, after the Closing, each Rice Water Entity will be deemed to be an Affiliate of the Partnership (not of Rice).

“Agreement” has the meaning set forth in the preamble to this Agreement (including all schedules, exhibits and other attachments), as amended, supplemented or otherwise modified from time to time.

“Applicable Period” has the meaning set forth in the definition of Incremental Capacity.

“Applicable Person” has the meaning set forth in the definition of Change of Control.

“Annual Financial Statements” has the meaning set forth in Section 3.14(a).

“Arbitrator” has the meaning set forth in Section 2.3(c).

“Assignment of Conveyed Interest” means that certain Assignment of Conveyed Interest in the form attached as Exhibit A hereto.

“Business” means the operations, assets, liabilities and obligations and activities of the Rice Water Entities and/or the Water Assets and/or for which the results are reflected in the Financial Statements, other than assets and operations owned and conducted by Rice and/or its Affiliates (other than, prior to the Closing Date, the Rice Water Entities) to provide services to any Rice Water Entity or any member of the Partnership Group pursuant to the Secondment Agreement, the Omnibus Agreement or the Organizational Documents of the Partnership.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of Texas are authorized or obligated to be closed by applicable Laws.

“Cap” has the meaning set forth in Section 8.6(a).

-2-

“Change of Control” means with respect to any Person (the “Applicable Person”), any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned by the Applicable Person or an Affiliate of the Applicable Person; (ii) the dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of the Applicable Person with or into another Person (other than an Affiliate of the Applicable Person), other than any such transaction where (a) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (b) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than Rice or its Affiliates, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (iii) above

“Claim Notice” has the meaning set forth in Section 8.3(a).

“Closing” has the meaning set forth in Section 7.1.

“Closing Date” has the meaning set forth in Section 7.1.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the United States Securities and Exchange Commission.

“Conflicts Committee” has the meaning set forth in the recitals to this Agreement.

“Consent” has the meaning set forth in Section 3.4(b).

“Consideration” means $200 million plus the Earn-Out Payment, if any.

“Contract” means any contract, commitment, instrument, undertaking, lease, sublease, note, mortgage, conditional sales contract, license, sublicense, franchise agreement, indenture, settlement, Permit or other legally binding agreement (whether oral or written).

“Control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“Conveyed Interests” has the meaning set forth in the recitals to this Agreement.

“Damages” has the meaning set forth in Section 8.1.

“Deductible” has the meaning set forth in Section 8.6(a).

-3-

“Earn-Out Payment” has the meaning set forth in Section 2.3(a).

“Earn-Out Report” has the meaning set forth in Section 2.3(b).

“Earn-Out Report Dispute” has the meaning set forth in Section 2.3(b).

“Earn-Out Term” has the meaning set forth in Section 2.3(a).

“Earn-Out Threshold” has the meaning set forth in Section 2.3(a).

“Effective Date” means November 1, 2015.

“Environmental Laws” means any and all Laws and Orders concerning or relating to public health and safety, worker/occupational health and safety, and the prevention of pollution or protection of the environment, including those relating to or imposing liability or standards of conduct concerning, the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control, cleanup or other action or failure to act involving Hazardous Materials, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, noise, or radiation.

“FERC” has the meaning set forth in Section 3.15.

“Final Determination” means (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final, (b) a closing agreement made under Section 7121 of the Code (or a comparable agreement under the laws of a state, local or foreign taxing jurisdiction) with the relevant Tax Authority or other administrative settlement with or final administrative decision by the relevant Tax Authority, (c) a final disposition of a claim for refund, or (d) any agreement between Rice and the Partnership which they agree will have the same effect as an item in (a), (b), or (c) for purposes of this Agreement.

“Financial Statements” has the meaning set forth in Section 3.14(a).

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, consistently applied.

“General Partner” means Rice Midstream Management LLC, a Delaware limited liability company.

“Governmental Approval” has the meaning set forth in Section 3.4.

-4-

“Governmental Authority” means (a) the United States of America or any state or political subdivision thereof within the United States of America and (b) any court, tribunal, arbitrating body or any governmental or administrative department, commission, board, body, bureau or agency of the United States of America or of any state or political subdivision thereof within the United States of America.

“Hazardous Material” means (a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product or byproduct, (d) any polychlorinated biphenyl, (e) any asbestos or asbestos-containing materials, and (f) any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to regulation, investigation, control, or remediation under any Environmental Law.

“Indebtedness” means (a) all Liabilities (including accrued and unpaid interest) of any Rice Water Entity relating to borrowed money, (b) any other indebtedness or Liability secured by a Lien on (i) any Water Asset other than any Permitted Lien or (ii) any of the Conveyed Interests, (c) all Liabilities of any Rice Water Entity evidenced by bonds, debentures, notes or similar instruments, (d) all Liabilities of any Rice Water Entity as an account party in respect of letters of credit and bankers’ acceptances or similar credit transactions and (e) all Liabilities of any Rice Water Entity guaranteeing any obligations of any other Person of the type described in the foregoing clauses (a) and (d).

“Incremental Capacity” means, with respect to any quarter during the Earn-Out Term, the amount of any increase in the design capacity of the Fresh Water System (as defined in the Water Services Agreement) owned by Rice Water OH as of the last day of such fiscal quarter compared to the Effective Date (the “Applicable Period”) attributable to (i) new water use or withdrawal permits received by, or assigned to, the Partnership granting the Partnership the right to take water from the Ohio River or (ii) infrastructure connected to the Ohio River with a corresponding right to take water from the Ohio River, completed and placed into service during the Applicable Period, other than due to any repair, alteration, modification or replacement of damaged, worn-out or obsolete infrastructure of the same type, in each case as determined in good faith by the Partnership.

“Incremental Capacity Capex” means, with respect to any quarter during the Earn-Out Term, the amount of capital expenditures paid or payable by the Partnership as of the last day of such fiscal quarter that are attributable to Incremental Capacity, as determined in good faith by the Partnership.

“Indemnity Claim” has the meaning set forth in Section 8.3(a).

“Interim Balance Sheet” has the meaning set forth in Section 3.14(a).

“Interim Financial Statements” has the meaning set forth in Section 3.14(a).

“Law” means all laws (including common law), statutes, codes, rules, regulations, ordinances, directives, orders, judgments, decrees, injunctions, franchises, permits, certificates, licenses or authentications or any similar provisions having the force or effect of Law of any applicable Governmental Authority.

-5-

“Liability” or “Liabilities” means any direct or indirect liability, indebtedness, Damage, deficiency, Tax, interest, penalty, amount paid in settlement, judgment, assessment, guaranty or endorsement of or by any Person, in the case of each of the foregoing, whether vested, absolute or contingent, known or unknown, matured or unmatured, asserted or unasserted, accrued or unaccrued, due or to become due, liquidated or unliquidated, and whether contractual, statutory or otherwise.

“Lien” means (i) any claim, mortgage, security interest, deed of trust, pledge, hypothecation, assignment, charge or other encumbrance, lien (statutory or otherwise), right or preferential arrangement of any kind or nature whatsoever in respect of any property or assets (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement) or other similar property interest or encumbrance in respect of any property or asset, and (ii) any easements, rights-of-way, restrictions, restrictive covenants, rights, leases and other encumbrances or other similar interest or right on the title to real or personal property (whether or not of record). For the avoidance of doubt the term “Lien” includes the Rice Midstream Loan Liens.

“Litigation” has the meaning set forth in Section 3.5(a).

“Midstream Holdings” has the meaning set forth in the recitals to this Agreement.

“Non-Party Affiliates” has the meaning set forth in Section 10.15.

“Omnibus Agreement” means that certain Omnibus Agreement, effective as of December 22, 2014, by and among Rice, the Partnership, the General Partner, Midstream Holdings and Rice Poseidon Midstream LLC.

“Order” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction, or other similar determination or finding by, before, or under the supervision of any Governmental Authority, arbitrator, or mediator.

“Organizational Documents” means, with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement, and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto.

“Partnership” has the meaning set forth in the preamble to this Agreement.

“Partnership Agreement” has the meaning set forth in Section 4.4.

“Partnership Closing Certificate” has the meaning set forth in Section 6.3(c).

-6-

“Partnership Financial Advisor” has the meaning set forth in the recitals to this Agreement.

“Partnership Fundamental Representations” has the meaning set forth in Section 8.7(b).

“Partnership Group” means, collectively, the Partnership and its Subsidiaries.

“Partnership Indemnitees” has the meaning set forth in Section 8.2.

“Partnership Material Adverse Effect” means any change, circumstance, effect or condition that, individually or in the aggregate, (a) in any material respect adversely affects, or could reasonably be expected to adversely affect, the Partnership’s ability to satisfy its obligations under the Transaction Documents or (b) does, or could reasonably be expected to, prevent or materially impede or delay the Partnership’s ability to consummate the transactions contemplated by the Transaction Documents.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Permits” means permits, licenses, certificates, orders, approvals, authorizations, grants, consents, notices, waivers, registrations, filings, accreditations, concessions, warrants, franchises and similar rights and privileges granted by any Governmental Authority.

“Permitted Liens” has the meaning set forth in Section 3.8(b).

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or department or political subdivision thereof or other entity.

“Proceeding” means any action, suit, arbitration proceeding, administrative or regulatory investigation, review, audit, proceeding, citation, summons or subpoena of any nature (civil, criminal, regulatory or otherwise) in law or in equity.

“Requested Asset” has the meaning set forth in Section 5.9(a).

“Rice” has the meaning set forth in the preamble to this Agreement.

“Rice Closing Certificate” has the meaning set forth in Section 6.2(c).

“Rice Fundamental Representations” has the meaning set forth in Section 8.7(a).

“Rice Guaranty” means that certain Rice Parent Guaranty, dated November 4, 2015, made by Rice in favor of the Rice Water Entities and their subsidiaries pursuant to which Rice guarantees all of the obligations of Rice Drilling B LLC and Rice Drilling D LLC under the applicable Water Services Agreement.

“Rice Indemnitees” has the meaning set forth in Section 8.1.

-7-

“Rice Material Adverse Effect” means any change, circumstance, effect or condition that, individually or in the aggregate, (a) is, or could reasonably be expected to be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the Rice Water Entities, the Business or the Water Assets taken as a whole, other than any changes (x) in the general state of the industries in which the Business operates or (y) in general economic conditions (including changes in commodity prices or interest rates), financial or securities markets or political conditions, provided, that in the case of clauses (x) and (y), the impact on the Business is not materially disproportionate to the impact on companies engaged in similar lines of business as the Business, (b) in any material respect adversely affects, or could reasonably be expected to adversely affect, Rice’s ability to satisfy its obligations under the Transaction Documents, or (c) does, or could reasonably be expected to, prevent or materially impede or delay Rice’s ability to consummate the transactions contemplated by the Transaction Documents.

“Rice Midstream Credit Facility” means (i) that certain Credit Agreement, dated as of December 22, 2014, among Rice Midstream Holdings, LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders and other parties thereto, and (ii) any agreements, documents and/or instruments related thereto, in each case as amended, supplemented or otherwise modified from time to time.

“Rice Midstream Loan Liens” means the Liens on all or any portion of the Water Assets and/or the Conveyed Interests that secure any obligation of any Person under the Rice Midstream Credit Facility.

“Rice Property” has the meaning set forth in Section 3.8(b).

“Rice Special Liabilities” means (i) Liabilities relating to Indebtedness existing as of the Effective Date, (ii) Liabilities relating to, arising from or otherwise attributable to the Business to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Effective Date and (iii) Transaction Costs.

“Rice Water Entities” has the meaning set forth in the recitals to this Agreement.

“Rice Water OH” has the meaning set forth in the recitals to this Agreement.

“Rice Water PA” has the meaning set forth in the recitals to this Agreement.

“Rights-of-Way” has the meaning set forth in Section 3.8(d).

“Secondment Agreement” has the meaning set forth in the recitals to this Agreement.

“Service Areas” has the meaning set forth in the Water Services Agreements as of the date hereof.

“Straddle Period” means any Tax period beginning on or before and ending after the Closing Date.

-8-

“Subsidiary” means, with respect to any Person, any other Person in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person; provided, however, that (a) with respect to Rice, the term “Subsidiary” shall not include any member of the Partnership Group and (b) after the Closing each Rice Water Entity will be deemed to be a Subsidiary of the Partnership (not of Rice).

“Tax” or “Taxes” means any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof.

“Tax Authority” means any Governmental Authority having jurisdiction over the payment or reporting of any Tax.

“Tax Proceeding” has the meaning set forth in Section 5.7(d).

“Tax Return” means any report, statement, form, return or other document or information required to be supplied to a Tax Authority in connection with Taxes.

“Transaction Costs” means all reasonable documented, out-of-pocket fees and expenses payable to any agent or consultant, including attorneys, brokers, finders, financial and other advisors and accountants relating to the preparation for, or the discussion, negotiation, documentation and closing of, the transactions contemplated by this Agreement; provided, however, that Transaction Costs shall not include any fees and expenses associated with the financing of the Consideration.

“Transaction Documents” means this Agreement, the Water Services Agreements, each of the other documents and certificates to be delivered at Closing pursuant to Section 7.2 and Section 7.3 hereof and the agreements, instruments, documents and certificates contemplated hereby and thereby.

“Transfer Taxes” has the meaning set forth in Section 2.4.

“Voting Securities” of a Person means securities of any class of such Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person.

“Water Assets” means all rights, title and interest in and to any assets (a) owned by any Rice Water Entity, (b) recorded on the Interim Balance Sheet and/or (c) as set forth on Exhibit D.

“Water Services Agreements” means those certain Amended and Restated Water Services Agreements, collectively, in the forms attached as Exhibit B and Exhibit C hereto.

“Water Treatment Assets” means any facility, plant or system for the treatment of waste water or other fluid waste, including all related assets, rights, interests (including warranties or similar claims), files and records, easements, rights-of-way, and other similar interests, fee and leasehold interests in real property, Contracts and Permits.

-9-

ARTICLE II

CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS

2.1 Conveyances. At the Closing, on the terms and subject to the conditions of this Agreement, Rice shall sell, assign, transfer and convey to the Partnership the Conveyed Interests free and clear of all Liens other than Liens under the Organizational Documents of the Rice Water Entities and restrictions on transfer under applicable securities Laws, in exchange for the Consideration, and the Partnership shall accept the sale, assignment, transfer and conveyance of the Conveyed Interests.

2.2 Consideration. At the Closing, in consideration for the sale and conveyance of the Conveyed Interests, the Partnership shall pay Rice $200,000,000.00, in cash.

2.3 Earn-Out Payments.

(a) Following the Closing and as additional consideration for the conveyance by Rice to the Partnership of the Conveyed Interests, Rice shall be entitled to receive from the Partnership (subject to the terms and conditions of this Section 2.3) cash determined in accordance with this Section 2.3 (the “Earn-Out Payment”). In addition to the consideration set forth in Section 2.2 above, Rice shall be entitled to a cash payment equal to (i) $25,000,000.00, less the Incremental Capacity Capex, if, on or prior to December 31, 2017 (the “Earn-Out Term”), the aggregate amount of Incremental Capacity equals or exceeds 5 MMgal/d (the “Earn-Out Threshold”) following the Effective Date.

(b) Within 30 days after the end of each fiscal quarter during the Earn-Out Term, the Partnership shall in good faith prepare and deliver to Rice a report setting forth the Incremental Capacity and the Incremental Capacity Capex incurred in the fiscal quarter as well as any other information that Rice may reasonably request in order to verify such Incremental Capacity and Incremental Capacity Capex (the “Earn-Out Report”). The Earn-Out Report and the Incremental Capacity and Incremental Capacity Capex reflected thereon shall be final and binding upon Rice and the Partnership upon the approval of such Earn-Out Report by Rice, in a written notice that specifically states such approval and references this Section 2.3(b), or the failure of Rice to object in a written notice to the Partnership that specifically references this Section 2.3(b) within 15 days after receipt of the Earn-Out Report by Rice. If Rice does not agree with the Earn-Out Report and the calculation of the Incremental Capacity and Incremental Capacity Capex stated thereon, and Rice and the Partnership cannot mutually agree on the calculation of the Incremental Capacity and Incremental Capacity Capex, then, if based on Rice’s calculation of Incremental Capacity and Incremental Capacity Capex it would be entitled to the Earn-Out Payment, within 45 days following receipt by Rice of the Earn-Out Report, the Partnership and Rice shall resolve such dispute (the “Earn-Out Report Dispute”) in accordance with Section 2.3(c). If no such Earn-Out Payment would be required to be paid based on Rice’s calculation, then any dispute resolution procedure should be deferred until the next quarter. If at any time the

-10-

Partnership and Rice resolve the Earn-Out Report Dispute, then notwithstanding the preceding provisions of this Section 2.3(b) and Section 2.3(c), the dispute resolution procedures in Section 2.3(c) promptly shall be discontinued with respect to such agreed matters and the Earn-Out Report and the Incremental Capacity and Incremental Capacity Capex shall be revised, if necessary to reflect such resolution and thereupon shall become binding upon Rice and the Partnership for purposes hereof. The Earn-Out Payment, if any, that the Partnership becomes obligated to pay to Rice (by wire transfer of immediately available funds to an account or accounts specified by Rice) pursuant to this Section 2.3 shall be paid to Rice within five Business Days of the determination of the Earn-Out Payment becoming final and binding upon the Parties in accordance with Section 2.3(b).

(c) If Rice and the Partnership are unable to resolve an Earn-Out Report Dispute as contemplated by Section 2.3(b), then such Earn-Out Report Dispute shall be submitted to mandatory and binding arbitration pursuant to the following conditions:

(i)

Procedures. The arbitration shall be conducted pursuant to the Federal Arbitration Act and the Commercial Arbitration Rules of the AAA, as they may be amended from time to time, except as expressly provided in this Section 2.3(c) (the “AAA Rules”) with the arbitrators selected pursuant to the procedures set forth in this Section 2.3(c) (each, an “Arbitrator”). In resolving the substance of the Earn-Out Report Dispute, the Arbitrators shall apply the laws of the State of Texas provided, however, that no aspect of the 1987 Alternative Dispute Resolution Act shall be applied to the arbitration proceeding.

(ii)

Selection of Arbitrators. The Earn-Out Report Dispute will be resolved by a panel of three Arbitrators, unless Rice and the Partnership mutually agree upon the selection of a single Arbitrator. Within 15 days after a failure to resolve any dispute in an Earn-Out Report in accordance with Section 2.3(b), each of Rice and the Partnership shall appoint one person to serve as an Arbitrator and, within 10 days after the later to occur of such appointments, the two appointed Arbitrators shall mutually agree to appoint a third Arbitrator, failing agreement on which such third Arbitrator shall be appointed by AAA in accordance with its rules. If either Rice or the Partnership does not appoint an Arbitrator within 15 days after such failure to resolve any dispute regarding the calculation of the Incremental Capacity and Incremental Capacity Capex in an Earn-Out Report in accordance with Section 2.3(b), then the other party may submit an appropriate request to the AAA to initiate proceedings and AAA shall select such Arbitrator in accordance with its rules. Should any Arbitrator refuse or be unable to proceed with arbitration proceedings as called for in this Section 2.3(c), such Arbitrator shall be replaced by AAA in accordance with Section 2.3(c)(viii) below.

(iii)

Place of Arbitration. The arbitration shall be held in Houston, Texas.

-11-

(iv)

Conduct of Arbitration. The Arbitrators shall allow reasonable discovery in the forms permitted by the AAA Rules, to the extent consistent with the purposes of the arbitration. Recognizing the express desire of the parties for an expeditious means of dispute resolution, the Arbitrators shall limit or allow the parties to expand the scope of discovery as may be reasonable and necessary under the circumstances. The arbitration hearing shall be commenced promptly and conducted expeditiously. If one party seeks discovery of electronic communications, such as emails, from another party, the Arbitrators shall have the authority to impose reasonable limits on the timing and extent of such discovery, and allow the producing party to recover reasonable expenses and costs associated with that discovery. Unless otherwise agreed by the parties, the arbitration hearing shall be conducted on consecutive days. The Arbitrators must give effect to legal privileges including the attorney-client privilege and work-product immunity. The Arbitrators shall act by majority vote in resolving all Earn-Out Report Disputes.

(v)

Arbitration Award. The Arbitrators shall endeavor to render a binding, written decision within 14 days following the completion of the arbitration hearing.

(vi)

Binding Nature of the Arbitration Award. The arbitration award shall be binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction, and may not be appealed except to the extent permitted by the Federal Arbitration Act.

(vii)

Time of the Essence. The Arbitrators are to be instructed that time is of the essence in the arbitration proceeding.

(viii)

Replacement of Arbitrator. Should any Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section 2.3(c), such Arbitrator shall be replaced in the same manner by which he or she was appointed (e.g., if a party appointed the departing Arbitrator, that party would appoint the departing Arbitrator’s replacement, and if the two Party-appointed Arbitrators appointed the departing Arbitrator, then such party-appointed Arbitrators would appoint the departing Arbitrator’s replacement).

(ix)

Confidentiality. To the fullest extent permitted by the Laws of the State of Texas, the arbitration proceedings and award shall be maintained in confidence by the parties.

(x)

Expenses. The Arbitrators shall have the authority to award attorneys’ fees and expenses to the prevailing party.

(xi)

THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN ENTERING INTO THIS SECTION 2.3(C), THEY ARE KNOWINGLY AND VOLUNTARILY WAIVING THEIR RIGHTS TO A JURY TRIAL.

-12-

2.4 Transfer Taxes. To the extent that any sales, use, transfer, purchase, filing, recordation, stamp, registration and similar Taxes (collectively, “Transfer Taxes”) are payable as a result of the transactions contemplated by this Agreement, such Transfer Taxes shall be borne fifty percent (50%) by Rice and fifty percent (50%) by the Partnership. To the extent under applicable Law the transferee is responsible for filing Tax Returns or other documentation in respect of Transfer Taxes, the Partnership shall prepare and file all such Tax Returns or other documentation. The Parties shall provide such certificates and other information and otherwise cooperate in good faith to minimize, to the extent permitted under applicable Law, any Transfer Taxes. The Party that is not responsible under applicable Law for paying the Transfer Taxes shall pay its share of the Transfer Taxes to the responsible Party prior to the due date of such Transfer Taxes.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF RICE

Rice hereby represents and warrants to the Partnership that:

3.1 Organization and Existence.

(a) Rice has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted.

(b) Each of the Rice Water Entities has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation, with full limited liability company power and authority to own, lease, use and operate the properties and assets it now owns, leases, uses and operates and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted. Each of the Rice Water Entities is duly qualified to transact business and is in good standing as a foreign entity in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a Rice Material Adverse Effect. Rice has delivered to the Partnership correct and complete copies of each of the Rice Water Entity’s Organizational Documents, as amended to date, and there are no amendments, modifications or rescissions with respect thereto. There is no pending, or to the knowledge of Rice, threatened, action for the dissolution, liquidation or insolvency of either Rice Water Entity.

-13-

3.2 Authority and Approval; Enforceability. Rice has the corporate power and authority to execute and deliver this Agreement and Rice and each of its Subsidiaries has the corporate, limited liability company or other entity power and authority to execute and deliver any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Rice of this Agreement and the execution and delivery by Rice and each of its Subsidiaries of any other Transaction Document to which it is or will be a party, the performance by Rice or its applicable Subsidiary of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate, limited liability company or other entity action of Rice and any applicable Subsidiary of Rice. Each of this Agreement and any other Transaction Document to which Rice or any Subsidiary of Rice is or will be a party constitutes or will constitute, upon execution and delivery by Rice or such applicable Subsidiary of Rice, the valid and binding obligation of Rice or such Subsidiary of Rice, enforceable against Rice or such Subsidiary of Rice in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

3.3 No Conflict. Other than as set forth on Schedule 3.3, this Agreement, the other Transaction Documents to which Rice or any Subsidiary of Rice is or will be a party, the execution and delivery hereof and thereof by Rice or any Subsidiary of Rice do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:

(a) conflict with any of the provisions of the Organizational Documents of Rice or any of its Subsidiaries;

(b) conflict with any provision of any Law or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Rice or any of its Subsidiaries;

(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or give any other Person the right to terminate, modify or cancel, or require any notice, payment or Lien, in each case, any indenture, mortgage, Lien or Contract to which Rice or any of the Rice Water Entities is a party or by which any of them is bound or to which any of the Water Assets are subject;

(d) result in the creation of, or afford any Person the right to obtain, any Lien on the Conveyed Interests (other than Liens under the Organizational Documents of the Rice Water Entities) or Water Assets (other than Permitted Liens); or

-14-

(e) result in the revocation, cancellation, suspension or material modification, individually or in the aggregate, of any Governmental Approval possessed by either of the Rice Water Entities that is necessary for the ownership, lease or operation of the Water Assets or the Business as now conducted;

except, in the case of clauses (b), (c), (d) and (e), as would not, individually or in the aggregate, have a Rice Material Adverse Effect.

3.4 Consents. Except as set forth in Schedule 3.4, no consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration, or filing with any Governmental Authority (each a “Governmental Approval”) or other Person is required to be obtained or made by or with respect to Rice or any of its Subsidiaries in connection with:

(a) the execution, delivery, and performance of this Agreement or the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby; or

(b) the enforcement against Rice or any of its Subsidiaries of its obligations under this Agreement or the other Transaction Documents;

except, in each case, as would not, individually or in the aggregate, have a Rice Material Adverse Effect (each of the foregoing, a “Consent”).

3.5 Laws and Regulations; Litigation.

(a) Except as set forth in Schedule 3.5, there are no pending or, to Rice’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) against or by Rice or the Rice Water Entities relating to or affecting the Rice Water Entities, the Business or the Water Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.6) that would, individually or in the aggregate, have a Rice Material Adverse Effect. Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect, as of the date hereof, no Litigation is pending or, to Rice’s knowledge, threatened to which Rice or any of its Subsidiaries is or may become a party that questions or involves the validity or enforceability of any of its respective obligations under this Agreement or the other Transaction Documents or seeks to prevent or delay, or seeks damages in connection with, the consummation of the transactions contemplated hereby.

(b) Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect, neither Rice, either of the Rice Water Entities or any of their respective Subsidiaries (i) has violated or is in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.6) of any Governmental Authority applicable to it, (ii) has received written notice of any violation of any Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Water Assets or (iii) to the knowledge of Rice, is under investigation by any Governmental Authority for potential non-compliance with any Law applicable to the conduct of the Business as currently conducted or the ownership and use of the Water Assets.

-15-

3.6 Environmental Matters. Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect,

(a) the Rice Water Entities, and, with respect to the Business or the Water Assets, their respective predecessors, (i) have complied and are in compliance with all Environmental Laws, (ii) are not the subject of any outstanding Order pursuant to any Environmental Law, (iii) have received all Permits required of them under applicable Environmental Laws to occupy or use their facilities and to conduct the Business as presently conducted in light of the current stage of development or construction of the Water Assets, (iv) have complied and are in compliance with all terms and conditions of any such Permits (and all such Permits are in full force and effect), (v) have not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, including any investigatory, remedial or corrective liabilities, relating to any of them or their facilities arising under Environmental Laws, (vi) are not subject to any pending Litigation involving any Environmental Law, (vii) have not owned or operated any property or facility with under- or above-ground storage tanks, asbestos-containing material in any form or condition, materials or equipment containing polychlorinated biphenyls or landfills, surface impoundments or disposal areas, and (viii) have not treated, recycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Material, or owned or operated any property or facility (and no such property or facility is contaminated by any such substances), in a manner that has given or would give rise to liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages pursuant to Environmental Laws; and

(b) to the knowledge of Rice, no facts, events or conditions relating to the past or present facilities, properties or operations of the Rice Water Entities, will prevent, hinder or limit continued compliance with current Environmental Laws, or give rise to any damages or any other liabilities under current Environmental Laws.

3.7 Conveyed Interests.

(a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Rice Water Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Rice Water Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound.

-16-

(b) Other than as set forth on Schedule 3.7(b), Midstream Holdings has good and valid record and beneficial title to the Conveyed Interests, free and clear of any and all Liens, and, except as provided or created by the Organizational Documents of the Rice Water Entities or applicable securities Laws, the Conveyed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, purchase rights, agreements, calls, subscription agreements, commitments or other securities exercisable or exchangeable for any equity interests of either of the Rice Water Entities, any other commitments or Contracts providing for the issuance of additional equity interests of either of the Rice Water Entities, or for the repurchase or redemption of the Conveyed Interests, or any Contracts of any kind which may obligate either of the Rice Water Entities to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any Liens (other than Liens created after Closing by, through or under the Partnership Group).

(c) Neither of the Rice Water Entities has any outstanding bonds, debentures, notes or other Liabilities the holders of which have the right to vote on any matter (or convertible into or exercisable for securities having the right to vote on any matter) with the holders of the Conveyed Interests.

(d) None of Rice nor the Rice Water Entities is a party to any agreements, arrangements, or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Conveyed Interests, by sale, lease, license or otherwise, other than this Agreement.

(e) There are no voting trusts, proxies or other agreements or understandings to which any of Rice or the Rice Water Entities is bound with respect to the voting of the Conveyed Interests.

(f) Rice has good and valid record and beneficial title to 100% of the limited liability company interests in Midstream Holdings.

3.8 Water Assets.

(a) The Water Assets, when considered together with the services provided by Rice and its Affiliates pursuant to the Omnibus Agreement and the Secondment Agreement are sufficient to conduct the Business in a manner materially consistent with past practices.

(b) Except as set forth in Schedule 3.8(b), and except as would not have a Rice Material Adverse Effect, each of the Rice Water Entities has valid and indefeasible title in fee to all real property and interests in real property constituting part of the Water Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and

-17-

interests in real property (including rights of way) constituting part of the Water Assets (all such property and interests, together with the Rights-of-Way, the “Rice Property”), in each case, free and clear of any Liens except (i) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of the Business consistent with past practices that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof, (ii) Liens for current period Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof, and (iii) other imperfections of title or Liens, including Laws and rights reserved to or vested in any Governmental Authority and the terms and conditions of the instruments creating the Rice Property, that, individually or in the aggregate, do not materially impair the value, or interfere with the present use, of the Water Assets or ordinary conduct of the Business (the Liens described in clauses (i), (ii) and (iii) above, being referred to collectively as “Permitted Liens”).

(c) Collectively, the Rice Water Entities have good and valid title to all tangible personal property constituting part of the Water Assets. All tangible personal property included in the Water Assets is owned by the Rice Water Entities free and clear of all Liens except Permitted Liens and Liens set forth in Schedule 3.8(c). All tangible personal property included in the Water Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in material compliance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use in the Business.

(d) Other than as set forth on Schedule 3.8(d), the Rice Water Entities have such consents, easements, rights-of-way, permits, real property licenses and surface leases (collectively, “Rights-of-Way”) as are sufficient to operate the Business as such Business is being operated as of the Closing Date, except as would not have a Rice Material Adverse Effect. Each of the Rice Water Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or that would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a Rice Material Adverse Effect.

(e) Other than as set forth on Schedule 3.8(e), (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any part of the Rice Property and (B) neither Rice nor the Rice Water Entities have any knowledge of any such threatened Proceeding, which (in either case), if pursued, would have a Rice Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Rice Property is currently properly zoned for the existence, occupancy and use of the Water Assets located on such Rice Property, except as would not have a Rice Material Adverse Effect, and (iii) none of the Water Assets and the operations thereof are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a Rice Material Adverse Effect.

-18-

3.9 Permits. Each of the Rice Water Entities holds or has a valid right to use, all Permits (other than environmental Permits, which are the subject of Section 3.6) that are necessary for the conduct of the Business and the ownership and operation of the Water Assets, each in compliance with applicable Laws, except for those Permits the failure of which to have would not have a Rice Material Adverse Effect. Each of the Rice Water Entities has complied in all material respects with all terms and conditions of such Permits.

3.10 Brokerage Arrangements. Neither Rice nor any of its Affiliates has entered, directly or indirectly, into any Contract with any Person that would obligate any member of the Partnership Group to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

3.11 Taxes. Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect:

(a) all Tax Returns that are required to be filed by or with respect to the Rice Water Entities, the Business or the Water Assets on or prior to the Closing Date (taking into account any valid extension of time within which to file) have been or will be timely filed on or prior to the Closing Date and all such Tax Returns are or will be true, correct and complete in all material respects;

(b) all Taxes due and payable by or with respect to the Rice Water Entities, the Business or the Water Assets (whether or not shown on any Tax Return) have been fully paid and all deficiencies asserted or assessments made with respect to such Tax Returns have been paid in full;

(c) no examination, audit, claim, assessment, levy, or administrative or judicial proceeding regarding any of the Tax Returns described in Section 3.11(a) or any Taxes of or with respect to the Rice Water Entities, the Business or the Water Assets are currently pending or have been proposed in writing or have been threatened in writing;

(d) no waivers or extensions of statutes of limitations have been given or requested in writing with respect to any amount of Taxes of or with respect to the Rice Water Entities, the Business or the Water Assets or any Tax Returns of or with respect to the Rice Water Entities, the Business or the Water Assets; and

(e) Each of the Rice Water Entities will, at Closing, be classified as an entity disregarded as separate from its owner for U.S. federal income Tax purposes in accordance with Treasury Regulation Section 301.7701-3.

-19-

3.12 Contracts.

(a) Except as set forth on Schedule 3.12(a) or any Contract entered into after the date hereof in compliance with Section 5.2(a)(vii)(G), none of Rice, the Rice Water Entities and their respective Subsidiaries is a party to or bound by any Contract used in the Business or included among the Water Assets that:

(i)

contains any provision or covenant which materially restricts either of the Rice Water Entities from engaging in any lawful business activity or competing with any Person or operate at any location, including any preferential rights, rights of first refusal or rights of first offer granted to third parties;

(ii)

(A) relates to the creation, incurrence, assumption, or guarantee of any Indebtedness by either of the Rice Water Entities or (B) creates a capitalized lease, take-or-pay or keepwell obligation;

(iii)

is in respect of the formation of any partnership, joint venture or other arrangement or otherwise relates to the joint ownership or operation of the assets owned by either of the Rice Water Entities or which requires either of the Rice Water Entities to invest funds in or make loans to, or purchase any securities of, another Person;

(iv)

relates to any commodity or interest rate swap, cap or collar agreements or other similar hedging or derivative transactions;

(v)

is a bond, letter of credit, guarantee or security deposit posted (or supported) by or on behalf of either of the Rice Water Entities;

(vi)

includes the acquisition of assets or properties or the sale of assets or properties (whether by merger, sale of stock, sale of assets or otherwise) in an amount that exceeds $500,000;

(vii)

involves a sharing of profits or losses by either of the Rice Water Entities with any other Person;

(viii)

relates to (A) the purchase of materials, supplies, goods, services, equipment or other assets, (B) the purchase, sale, transporting, treating, gathering, processing or storing of water, or the provision of services related thereto, (C) the construction of capital assets, (D) the management of any part or all of the Water Assets or Business, (E) services provided to or in connection with, the Water Assets or the Business, (F) the paying of commissions related to the Business, (G) advertising contracts and (H) other similar types of Contracts of the kind listed in (i) through (vii) above, in the cases of clauses (A), (B), (C), (D), (E), (F), (G) and (H), that provides for annual payments after the date hereof by or to either of the Rice Water Entities in excess of $500,000; and

(ix)

otherwise involves the annual payment after the date hereof by or to either of the Rice Water Entities of more than $500,000 and cannot be terminated by either of the Rice Water Entities on 90 days or less notice without payment by such Rice Water Entity of any material penalty.

-20-

(b) None of Rice, the Rice Water Entities or their respective Subsidiaries has received any material prepayment, advance payment, deposit or similar payment, and has no material refund obligation, with respect to any water, gas or other hydrocarbons (including liquid products) or products that have been, or will be, purchased, sold, transported, gathered, stored or processed by or on behalf of the Rice Water Entities with respect to the Business and will not have been delivered prior to the Closing Date; and (ii) none of the Partnership, the Rice Water Entities or their respective Subsidiaries has received any material compensation for transportation, gathering, storage or processing services with respect to the Business which would be subject to any refund or create any repayment obligation either by or to the Rice Water Entities after the Closing Date, and to the knowledge of the Partnership and the Rice Water Entities, there is no basis for a claim that any such refund is due with respect to the Business.

(c) Rice has made available to the Partnership a correct and complete copy of each Contract (including any amendments thereto) required to be disclosed on Schedule 3.12(a). Each Rice Water Entity Contract is in full force and effect and enforceable against the applicable Rice Water Entity and, to Rice’s knowledge, each other party thereto, in accordance with its terms, and none of Rice or the Rice Water Entities, or, to the knowledge of Rice, any other party, is in breach or default thereunder and, to the knowledge of Rice, no event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder or would permit termination, modification or acceleration, except, in each case, for such exceptions as would not, individually or in the aggregate, have a Rice Material Adverse Effect.

3.13 No Adverse Changes. Except as set forth in Schedule 3.13, from December 31, 2014 to the date of this Agreement:

(a) there have been no changes in the Water Assets or Business that would, individually or in the aggregate, have a Rice Material Adverse Effect;

(b) the Business and the Water Assets have been operated and maintained in the ordinary course of business consistent with past practices; and

(c) there has not been any physical damage, destruction or loss individually in excess of $200,000, or in combination with any other physical damage, destruction or loss, in excess of an aggregate of $1,000,000, to any portion of the Water Assets, whether or not covered by insurance.

-21-

3.14 Financial Statements.

(a) Rice has made available to the Partnership (i) an unaudited combined balance sheet of the Rice Water Entities as of December 31, 2014, and the related unaudited combined income statement, for the twelve-month period of operations of the Rice Water Entities ending December 31, 2014 (the “Annual Financial Statements”); and (ii) an unaudited combined balance sheet of the Rice Water Entities as of the period ended September 30, 2015 (the “Interim Balance Sheet”) and the related unaudited combined income statement for the period of operations of the Rice Water Entities then ended (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (A) are consistent with the books and records of Rice, (B) have been prepared in accordance with GAAP, except that such Financial Statements do not include a statement of cash flows, a statement of owner’s equity or footnotes, and (C) present fairly, in all material respects, the combined financial position and operating results of the Rice Water Entities as of, and for the periods ended on, the respective dates thereof, except that such Financial Statements do not include a statement of cash flows, a statement of owner’s equity or footnotes.

(b) Neither of the Rice Water Entities has any Liability material to the Water Assets or the Business except for (i) Liabilities set forth in the Financial Statements, (ii) Liabilities relating to the Business that have arisen since and including October 1, 2015 in the ordinary course of business consistent with past practice, (iii) Liabilities or obligations arising under executory Contracts entered into in the ordinary course of business consistent with past practices, (iv) Liabilities not required to be presented by GAAP in unaudited financial statements, (v) Liabilities or obligations under this Agreement and (vi) other Liabilities or obligations which in the aggregate would not have a Rice Material Adverse Effect.

(c) The financial and operating model provided to the Committee and the Partnership Financial Advisor, including the level of capital expenditures necessary to operate the Business, has been prepared in good faith by Rice and based on assumptions believed by Rice to be reasonable (it being understood that forecasts are subject to uncertainties and contingencies and that no representation or warranty is given that any forecast will be realized).

3.15 Regulatory Status. Neither of the Rice Water Entities is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or (b) a “holding company,” a “subsidiary company” of a “holding company,” an “affiliate” of a “holding company,” a “public utility” or a “public-utility company,” as each such term is defined in the Public Utility Holding Company Act of 2005. Neither of the Rice Water Entities has been operated or provided services as a “natural gas company” subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act of 1938, as amended. Neither of the Rice Water Entities has utilized its facilities to provide service as a common carrier subject to the jurisdiction of FERC under the Interstate Commerce Act as such statute is implemented by FERC pursuant to the Department of Energy Organization Act of 1977.

3.16 Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or to the knowledge of Rice or the Rice Water Entities, threatened against Rice or any of its Subsidiaries.

-22-

3.17 Books and Records. The books and records of each of the Rice Water Entities and the Business that are necessary for the ownership and operation of the Water Assets have been maintained in accordance with prudent industry practice and such books and records have been made available to the Partnership.

3.18 Insurance. Rice or its Affiliates maintain policies of fire and casualty, liability and other forms of property and liability insurance related to the Water Assets and the Business in such amounts, with such deductibles, and against such risks and losses as are, in their judgment, reasonable for the Business and the Water Assets. All such policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation or termination has been received with respect to any such policy that has not been replaced on substantially similar terms prior to the date of such cancellation.

3.19 No Other Representations or Warranties; Schedules. Except as set forth in this Article III, neither Rice nor any of its Affiliates or Subsidiaries makes any other express or implied representation or warranty with respect to the Conveyed Interests, the Water Assets or the transactions contemplated by this Agreement, and disclaims any other representations or warranties. The disclosure of any matter or item in any schedule to this Agreement shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership hereby represents and warrants to Rice that:

4.1 Organization and Existence. The Partnership has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, with full limited partnership power and authority to own the Conveyed Interests and the Water Assets.

4.2 Authority and Approval; Enforceability. The Partnership has the requisite power and authority to execute and deliver this Agreement and any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by the Partnership of this Agreement and any other Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action of the Partnership. Each of this Agreement and any other Transaction Document to which the Partnership is or will be a party constitutes or will constitute,

-23-

upon execution and delivery by the Partnership, the valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

4.3 No Conflict. Other than as set forth on Schedule 4.3, this Agreement, the other Transaction Documents to which the Partnership is or will be a party and the execution and delivery hereof and thereof by the Partnership do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:

(a) conflict with any of the provisions of the Organizational Documents of the Partnership;

(b) conflict with any provision of any Law or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to the Partnership;

(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or give any other Person the right to terminate, in each case, any indenture, mortgage, Lien or Contract to which the Partnership is a party or by which any of them is bound or to which any of their properties or assets is subject;

(d) result in the creation of, or afford any Person the right to obtain, any material Lien on the capital stock or other equity interests, property or assets of the Partnership; or

(e) result in the revocation, cancellation, suspension or material modification, individually or in the aggregate, of any Governmental Approval possessed by the Partnership that is necessary for the ownership, lease or operation of its properties and other assets in the conduct of its business as now conducted;

except, in the case of clauses (b), (c), (d) and (e), as would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

4.4 Special Approval. The Conflicts Committee has determined that the transactions contemplated by this Agreement and the Transaction Documents are not adverse to the interests of the Partnership and the unitholders of the Partnership (other than the General Partner and its Affiliates), with such determination being “Special Approval” as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”).

-24-

4.5 Delivery of Fairness Opinion. The Partnership Financial Advisor has delivered an opinion to the Conflicts Committee that the Consideration to be paid by the Partnership, as consideration for the Conveyed Interests pursuant to this Agreement is fair to the Partnership and its unitholders (other than the General Partner and its Affiliates) from a financial point of view.

4.6 Brokerage Arrangements. The Partnership has not entered, directly or indirectly, into any Contract with any Person that would obligate Rice or any of its Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.

4.7 Available Funds. The Partnership will have at Closing sufficient cash to enable it to make payment in immediately available funds of the Consideration when due and any other amounts to be paid by it hereunder.

4.8 Investment. The Partnership is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act. The Partnership is not acquiring the Conveyed Interests with a view to or for sale in connection with any distribution thereof or any other security related thereto within the meaning of the Securities Act. The Partnership is familiar with investments of the nature of the Conveyed Interests, understands that this investment involves substantial risks, has adequately investigated the Conveyed Interests and the Business, and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in acquiring the Conveyed Interests, and is able to bear the economic risks of such investment. The Partnership has had the opportunity to visit with Rice and meet with the officers of Rice and other representatives to discuss the Water Assets, business, assets, liabilities, financial condition, and operations of the Rice Water Entities, has received all materials, documents and other information that the Partnership deems necessary or advisable to evaluate the Water Assets, Business or the Conveyed Interests, and has made its own independent examinations, investigations, analyses and evaluations of the Water Assets, the Business and the Conveyed Interests, including their own estimate of the value of the Conveyed Interests. The Partnership has undertaken such due diligence (including a review of the properties, liabilities, books, records and contracts of the Partnership) as it deems adequate.

4.9 No Other Representations or Warranties; Schedules. Except as set forth in this Article IV, the Partnership makes no other express or implied representation or warranty with respect to the transactions contemplated by this Agreement, and disclaims any other representations or warranties. The disclosure of any matter or item in any schedule to this Agreement shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

-25-

ARTICLE V

CERTAIN COVENANTS

5.1 Mutual Covenants. Subject to the terms and conditions of this Agreement, each of Rice and the Partnership will cooperate with the other and use (and will cause each of its Subsidiaries to use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents with or to applicable Governmental Authorities, (ii) obtain promptly all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement.

5.2 Conduct of the Business. Rice covenants and agrees that from and after the execution of this Agreement and until the Closing, except (i) as expressly contemplated by this Agreement, (ii) as required by applicable Law or (iii) subject to Section 5.3, with the prior written consent of the Partnership:

(a) Rice will not, and will not permit any of its Subsidiaries to:

(i)

sell, transfer, assign, convey or otherwise dispose of any of the Conveyed Interests;

(ii)

conduct any of the Business through any Person other than the Rice Water Entities (other than as contemplated by the Secondment Agreement and the Omnibus Agreement);

(iii)

allow any Permits material to the Business to terminate or lapse other than expirations in accordance with their respective terms, in which case Rice shall (and shall cause the applicable subsidiary to) use its commercially reasonable efforts to obtain an extension or replacement of such expired Permit if necessary for the Business

(iv)

amend the Organizational Documents of any Rice Water Entity;

(v)

utilize any Water Asset for any purpose other than in the ordinary course of business (including emergency operations) consistent with past practices in connection with the Business;

-26-

(vi)

permit any Lien to be imposed or granted or to exist on the Conveyed Interests other than the Rice Midstream Loan Liens that will be released at Closing and Permitted Liens;

(vii)

permit any of the Rice Water Entities to:

(A)

sell, transfer, assign, convey or otherwise dispose of any of the Water Assets except sales of inventory for fair value in the ordinary course of operating the Business consistent with past practices;

(B)

acquire (including by merger, consolidation or acquisition of equity interest) any Person, make an investment in or a loan to any Person (other than intercompany advances made in the ordinary course of business consistent with past practices), or acquire (including making capital expenditures or leasing (other than leases of equipment made in the ordinary course of operating the Business consistent with past practices cancelable by Rice or the Rice Water Entities upon 90 days’ or less prior notice without penalty)) any assets with an aggregate value in excess of $2,500,000 individually or in combination with any other assets acquired pursuant to this clause (B);

(C)

enter into any joint venture, partnership or similar arrangement;

(D)

incur, permit to exist, issue, repay, redeem or repurchase any Indebtedness or capital leases or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person, or make any loans or advances, or delay or postpone beyond the applicable due date the payment of accounts payable or other liabilities other than (A) endorsements of checks for deposit, (B) causing the issuance of letters of credit and performance bonds in the ordinary course of operating the Business consistent with past practice, and (C) Indebtedness under the Rice Midstream Credit Facility for which the Rice Water Entities are released of any and all obligations and Liabilities at Closing;

(E)

permit any Lien to be imposed or granted or to exist on the Water Assets other than the Rice Midstream Loan Liens that will be released at Closing and Permitted Liens;

(F)

issue, sell, pledge, dispose of, grant, encumber or otherwise transfer, or authorize the issuance, sale, pledge, disposition, grant, repurchase, redemption, encumbrance or other transfer, of any equity interest or make any commitment with respect to any equity interest or declare, set aside or make any distributions or dividends, or make any capital contributions, in respect of any equity interest, except for distributions in respect of the Conveyed Interests of cash, cash equivalents and trade receivables;

-27-

(G)

enter into, extend, amend (or waive any right under) in any material respect, or terminate before the expiration of the term thereof, (A) any Contract to which it is a party that is material to the Business, other than to the extent any such Contract terminates in accordance with its terms in the ordinary course of operating the Business consistent with past practices, (B) any Contract of the type described in Section 3.12(a), or (C) any other Contract that is not entered into in the ordinary course of operating the Business consistent with past practices;

(H)

cancel or compromise any debt or claim, initiate or settle any action, litigation, complaint, rate filing or administrative proceeding involving payment by any Rice Water Entity or to any Rice Water Entity, where the terms of all such settlements, cancellations, compromises or agreements are in excess of $100,000 in the aggregate or adversely impact the Conveyed Interests, the Water Assets or the Business after such settlement or agreement; and

(viii)

enter into any contract, agreement or commitment to do any of the foregoing.

(b) Rice will, and will cause each of the Rice Water Entities to, use commercially reasonable efforts to maintain the applicable Water Assets in all material respects in such working order and condition as is consistent with past practice;

(c) Rice will, and will cause each of the Rice Water Entities to, use commercially reasonable efforts to conduct the Business in all material respects in the ordinary course of operating the Business consistent with past practices, including preserving intact the goodwill and relationships with customers, suppliers and others having business dealings with them with respect thereto;

(d) Rice will, and will cause the Rice Water Entities to, comply in all material respects with all applicable Laws relating to them; and

(e) Rice will, and will cause the Rice Water Entities to, use commercially reasonable efforts to maintain in full force without interruption its present insurance policies or comparable insurance coverage of the Business and the Water Assets.

5.3 Conduct of Business Standard. Notwithstanding anything in Section 5.2 to the contrary, (i) with respect to Sections 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)(vii) (other than (A)-(C) and (F)), the Partnership shall not unreasonably withhold, condition or delay its consent and (ii) with respect to the remainder of Section 5.2, the Partnership may grant or deny granting its consent in its absolute and unfettered discretion.

-28-

5.4 Independent Investigation. Each Party acknowledges that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely on its own independent investigation of the Business, the Conveyed Interests and the Water Assets and upon the express written representations, warranties and covenants in this Agreement. Without diminishing the scope of the express written representations, warranties and covenants of the Parties and without affecting or impairing its right to rely thereon, EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE CONTAINED HEREIN, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE WATER ASSETS OR THE BUSINESS (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS).

5.5 Post-Closing Receivables and Payments. It is the intention of the Parties that (a) Rice receives all benefits of, and bears all risk relating to, arising from, or otherwise attributable to, all facts, circumstances and events occurring prior to the Effective Date, and (b) the Partnership receives all benefits of, and bears all risk relating to, arising from, or otherwise attributable to, all facts, circumstances and events occurring after the Effective Date. Should Rice or any of its Subsidiaries receive any payments or make any payments related to the Rice Water Entities or the Business arising from, or otherwise attributable to, the period after the Effective Date, then Rice shall or shall cause its applicable Subsidiary to, within thirty (30) days of receipt or disbursement of such payments, forward such payments to, or seek reimbursement for such payments from, the Rice Water Entities, or otherwise keep the Rice Water Entities whole with respect to the same. Should the Partnership or any of its Subsidiaries receive any payments or make any payments related to the Rice Water Entities or the Business arising from, or otherwise attributable to, the period prior to the Effective Date, then the Partnership shall or shall cause its applicable Subsidiary to, within thirty (30) days of receipt or disbursement of such payments, forward such payments to, or seek reimbursement of such payments from, Rice, or otherwise keep Rice whole with respect to the same.

5.6 Further Assurances. On and after the Closing Date, the Parties shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to make effective the transactions contemplated by this Agreement and the other Transaction Documents, including the execution of any additional assignment or similar documents or instruments of transfer of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as such Party may reasonably be requested to take by the other Party from to time to time, consistent with the terms of this Agreement or the other Transaction Documents, in order to effectuate the provisions and purposes of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

-29-

5.7 Tax Covenants.

(a) The Parties agree that Rice shall bear the liability for any Taxes imposed on or incurred by or with respect to the Rice Water Entities, the Business or the Water Assets for any taxable period ending on or prior to the Effective Date and the portion of any Straddle Period ending on and including the Effective Date. The Parties further agree that the Partnership and its partners shall bear the liability for any Taxes imposed on or incurred by or with respect to the Rice Water Entities, the Business or the Water Assets for any taxable period beginning after the Effective Date and the portion of any Straddle Period beginning after the Effective Date.

(b) Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Effective Date will be:

(i)

in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, or based solely upon capital, debt or a combination of capital and debt, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Date and the denominator of which is the number of calendar days in the entire period; and

(ii)

in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the portion of the Straddle Period ending on and including the Effective Date and the portion of the Straddle Period beginning after the Effective Date in proportion to the number of days in each period.

(c) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Effective Date by the Rice Water Entities, the Business or with respect to the Water Assets, the Partnership shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction and credit required to be included therein, furnish a copy of such Tax Return to Rice, cause such Tax Return to be filed timely with the appropriate Tax Authority, and the Partnership shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover from Rice the amount of Taxes attributable to the portion of the Straddle Period ending on and including the Effective Date pursuant to Section 5.7(a)).

-30-

(d) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, (i) to accomplish the apportionment of Tax liability described in this Section 5.7, (ii) to respond to requests for the provision of any information or documentation within the knowledge or possession of such Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including compliance with Financial Accounting Standards Board Interpretation No. 48), and (iii) in connection with any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and Rice will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Water Assets relating to any taxable period beginning before the Effective Date until the later of six years after the Effective Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. Each of the Partnership and Rice agrees, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate, to the extent permitted by applicable Law, any Tax that could be imposed with respect to the transactions contemplated by this Agreement.

5.8 Indebtedness and Release of Liens. Rice shall use commercially reasonable efforts to, as soon as reasonably practical but no later than the Closing Date, (i) repay in full and discharge or otherwise obtain a release of any obligations with respect to any Indebtedness and (ii) obtain a release of all Liens set forth on Schedule 3.8(c); in each case, without any post-Closing liability or expense to the Partnership, the Rice Water Entities, the Conveyed Interests or the Business and shall provide proof of such payment, discharge, satisfaction and/or release, as applicable, in full in a form reasonably acceptable to the Partnership at the Closing.

5.9 Partnership Option to Purchase Water Treatment Assets.

(a) Rice hereby agrees that it and its Controlled Affiliates shall not construct any Water Treatment Asset in the Service Areas from the date hereof until December 31, 2025; provided, however, that if Rice notifies the Partnership of its desire to construct any Water Treatment Asset (the “Requested Asset”) in the Service Areas, the Partnership shall inform Rice in writing within 30 days of receipt of such notice whether the Partnership desires to construct the Water Treatment Asset. If the Partnership declines to construct the Requested Asset, the Partnership will be deemed to have waived its right under this Section 5.9(a) with respect to such Requested Asset, and Rice shall be entitled to construct such Requested Asset.

(b) In the event Rice or any of its Controlled Affiliates acquires any Water Treatment Asset in the Service Areas from the date hereof until December 31, 2025, the Partnership shall have the option, for a period of six months following the date of completion of such acquisition, to purchase from Rice, in its sole discretion, such Water Treatment Asset for an amount of cash

-31-

equal to Rice’s acquisition cost, as determined in good faith by Rice, including Rice’s out-of-pocket transaction costs related to such acquisition. Rice or its applicable Controlled Affiliate will transfer valid title to any such purchased Water Treatment Assets free and clear of any Liens other than Permitted Liens and subject to customary terms and conditions.

(c) In the event the Partnership constructs or acquires from Rice any Water Treatment Asset pursuant to this Section 5.9 and Rice notifies the Partnership of its desire to receive the services of such Water Treatment Asset, the Partnership and Rice shall negotiate the applicable fees and any other terms of any service related thereto in good faith

(d) This Section 5.9 shall survive the termination of this Agreement, provided that this Section 5.9 shall only apply to Rice and its Subsidiaries, as opposed to Rice and its Controlled Affiliates, in the event of a Change of Control of Rice.

5.10 Easement Assignment. Rice shall cause its Subsidiaries to assign those certain easements as set forth on Schedule 5.10 to the Partnership or its designees as appropriate.

ARTICLE VI

CONDITIONS TO CLOSING

6.1 Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions:

(a) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and no Law enacted, entered, or issued by any Governmental Authority, preventing the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, shall be in effect; and

(b) the consents listed on Schedule 6.1(b) shall have been obtained.

6.2 Conditions to the Obligation of the Partnership. The obligation of the Partnership to proceed with the Closing is subject to the satisfaction or waiver by the Partnership on or prior to the Closing Date of the following conditions:

(a) Rice shall have performed, in all material respects, the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date;

-32-

(b) (i) the Rice Fundamental Representations shall be true and correct (without regard to qualifications as to materiality or Rice Material Adverse Effect or similar qualifications contained therein) in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) the other representations and warranties of Rice made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Rice Material Adverse Effect or similar qualifications contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (ii) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Rice Material Adverse Effect;

(c) Rice shall have delivered to the Partnership a certificate, in a form reasonably acceptable to the Partnership, dated the Closing Date and signed by an authorized officer of Rice confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.2 (the “Rice Closing Certificate”);

(d) Rice shall have delivered or caused the delivery of the Closing deliverables set forth in Section 7.2; and

(e) between the date hereof and the Closing Date, there shall not have been a Rice Material Adverse Effect.

6.3 Conditions to the Obligation of Rice. The obligation of Rice to proceed with the Closing is subject to the satisfaction or waiver by Rice on or prior to the Closing Date of the following conditions:

(a) the Partnership shall have performed, in all material respects, the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date;

(b) (i) the Partnership Fundamental Representations shall be true and correct (without regard to qualifications as to materiality, Partnership Material Adverse Effect or similar qualifications contained therein) in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) the other representations and warranties of the Partnership made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Partnership Material Adverse Effect or similar qualifications contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (ii) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Partnership Material Adverse Effect;

(c) the Partnership shall have delivered to Rice a certificate, in a form reasonably acceptable to Rice, dated the Closing Date and signed by an authorized officer of the General Partner confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.3 (the “Partnership Closing Certificate”); and

(d) the Partnership shall have delivered or caused the delivery of the Closing deliverables set forth in Section 7.3.

-33-

ARTICLE VII

CLOSING

7.1 Closing. Subject to the terms and conditions of this Agreement and unless otherwise agreed in writing by Rice and the Partnership, the closing (the “Closing”) of the transactions contemplated by this Agreement will be held at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas immediately following the date of fulfillment or waiver (in accordance with the provisions hereof) of the last to be fulfilled or waived of the conditions set forth in Sections 6.1, 6.2 and 6.3 (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions). The date on which the Closing occurs is referred to as the “Closing Date.”

7.2 Deliveries by Rice. At the Closing, Rice will deliver (or cause to be delivered) to the Partnership the following:

(a) a counterpart to the Assignment of Conveyed Interests, duly executed by Rice;

(b) counterparts to each of the Water Services Agreements, duly executed by Rice Drilling B LLC and Rice Drilling D LLC, as applicable;

(d) the Rice Closing Certificate, duly executed by an officer of Rice;

(e) a certification of non-foreign status executed by Rice in the form prescribed in Treasury Regulations Section 1.1445-2(b)(2);

(f) releases of the Liens listed on Schedule 3.8(c) in a form reasonably acceptable to the Partnership; and

(g) evidence of payment, satisfaction or release of all Liabilities relating to all Indebtedness, including under the Rice Midstream Credit Facility, in a form reasonably acceptable to the Partnership, including releases of all guarantees relating thereto.

7.3 Deliveries by the Partnership. At the Closing, the Partnership and the General Partner will deliver (or cause to be delivered) to Rice the following:

(a) the Consideration, by wire transfer of immediately available funds to an account specified by Rice;

(b) a counterpart to the Assignment of Conveyed Interests, duly executed by the Partnership;

-34-

(d) the Partnership Closing Certificate, duly executed by an officer of the General Partner.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification of Rice and Other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, the Partnership shall indemnify and hold Rice and its Affiliates and their directors, officers, employees, agents and representatives (together with Rice, the “Rice Indemnitees”) harmless from and against any and all damages, losses, deficiencies, costs, expenses, obligations, fines, expenditures, claims and liabilities, including court costs and reasonable attorneys’, accountants’ or other experts’ fees and reasonable expenses of investigation, defending and prosecuting Litigation (collectively, the “Damages”), suffered by the Rice Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach, violation or inaccuracy of a representation or warranty of the Partnership in this Agreement or any certificate delivered pursuant hereto (except for with respect to Section 3.13(a), without regard to qualifications as to materiality or Rice Material Adverse Effect or similar qualifications contained therein), or (b) any breach of any agreement or covenant under this Agreement on the part of the Partnership.

8.2 Indemnification of the Partnership and Other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Rice shall indemnify and hold the General Partner, the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach, violation or inaccuracy of a representation or warranty of Rice in this Agreement or any certificate delivered pursuant hereto (without regard to qualifications as to materiality or Partnership Material Adverse Effect or similar qualifications contained therein), (b) any breach of any agreement or covenant in this Agreement on the part of Rice or (c) the Rice Special Liabilities.

8.3 Indemnification Procedures.

(a) Each indemnified party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VIII by any third party with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, such indemnified party must assert its claim for indemnification under this Article VIII (each, an “Indemnity Claim”) by providing a written notice (a “Claim Notice”) to the indemnifying party allegedly required to provide indemnification protection under this Article VIII specifying, in reasonable detail, the nature and basis for such Indemnity Claim (e.g.,

-35-

the underlying representation, warranty, covenant or agreement alleged to have been breached). Such notice shall include a demand for indemnification under this Agreement. Notwithstanding the foregoing, an indemnified party’s failure to send or delay in sending a third party Claim Notice will not relieve the indemnifying party from liability hereunder with respect to such Indemnity Claim except to the extent the indemnifying party is prejudiced by such failure or delay and except as is otherwise provided herein. Except as specifically provided herein, each indemnified party’s rights and remedies set forth in this Agreement will survive the Closing.

(b) In the event of the assertion of any third-party Indemnity Claim for which, by the terms hereof, an indemnified party seeks indemnification from an indemnifying party, the indemnifying party will have the right, at such indemnifying party’s expense, to assume the defense of same, including the appointment and selection of counsel on behalf of the indemnified party so long as such counsel is reasonably acceptable to the indemnified party. If the indemnifying party elects to assume the defense of any such third-party Indemnity Claim, it shall within 20 business days of its receipt of the Claim Notice notify the indemnified party in writing of its intent to do so. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnifying party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Indemnity Claim by all appropriate proceedings, which proceedings will be prosecuted by the indemnifying party to a final conclusion or settled at the discretion of the indemnifying party. The indemnified party will be entitled, at its own cost, to participate with the indemnifying party in the defense of any such Indemnity Claim. If the indemnifying party assumes the defense of any such third-party Indemnity Claim but fails to reasonably prosecute such Indemnity Claim, or if the indemnifying party does not assume the defense of any such Indemnity Claim, the indemnified party may assume control of such defense and in the event it is determined pursuant to the procedures set forth in this Article VIII that the Indemnity Claim was a matter for which the indemnifying party is required to provide indemnification under the terms of this Article VIII, the indemnifying party will bear the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses).

(c) If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any third-party Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the third-party Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for reasonable expenses incurred by it in so cooperating. At no cost or expense to the indemnified party, the indemnifying party shall reasonably cooperate with the indemnified party and its counsel in contesting any third-party Indemnity Claim.

(d) Notwithstanding anything to the contrary in this Agreement, the indemnifying party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the indemnified party to any injunctive or other non-monetary relief or any criminal liability, requires an admission of guilt or wrongdoing on the part of the indemnified party or imposes any continuing obligation on or requires any payment from the indemnified party without the indemnified party’s prior written consent.

-36-

8.4 Calculation and Payment of Damages.

(a) In calculating amounts payable to an indemnified party for a claim for indemnification hereunder, the amount of any indemnified Damages shall be determined without duplication of any other Damages for which an indemnification claim has been made or could be made under any other representation, warranty, covenant or agreement and shall be computed net of (i) payments actually recovered under any insurance policy with respect to such Damages or (ii) any prior or subsequent actual recovery from any Person other than the applicable indemnifying party with respect to such Damages.

(b) The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered.

8.5 Waiver of Certain Damages. Notwithstanding any other provision of this Agreement, in no event shall any Party be liable pursuant to this Article VIII for punitive, special, indirect, consequential, remote, speculative or lost profits damages of any kind or nature, regardless of the form of action through which such damages are sought, except for any such damages for fraud or recovered by any third party against an indemnified party in respect of which such indemnified party would otherwise be entitled to indemnification pursuant to the terms hereof.

8.6 Limitations on Indemnification.

(a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible.

(b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap.

(c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible.

-37-

(d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap.

(e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

8.7 Survival.

(a) The liability of Rice for the breach, violation or inaccuracy of any of the representations and warranties of Rice set forth in Sections 3.1, 3.2, 3.3(a), 3.7, 3.10 and 3.11 (the “Rice Fundamental Representations”) shall be limited to claims for which the Partnership delivers written notice to Rice on or before the date that is ninety (90) days after the expiration of the applicable statute of limitations. The liability of Rice for the breach, violation or inaccuracy of any of the representations and warranties of Rice set forth in Article III other than the Rice Fundamental Representations shall be limited to claims for which the Partnership delivers written notice to Rice on or before the date that is 12 months after the Closing Date.

(b) The liability of the Partnership for the breach, violation or inaccuracy of any of the representations and warranties of the Partnership set forth in Sections 4.1, 4.2, 4.3(a), 4.4, 4.5, 4.6 and 4.7 (the “Partnership Fundamental Representations”) shall be limited to claims for which Rice delivers written notice to the Partnership on or before the date that is ninety (90) days after the expiration of the applicable statute of limitations. The liability of the Partnership for the breach, violation or inaccuracy of any of the representations and warranties of the Partnership set forth in Article IV other than the Partnership Fundamental Representations shall be limited to claims for which Rice delivers written notice to the Partnership on or before the date that is 12 months after the Closing Date.

-38-

(c) Notwithstanding anything to the contrary in this Section 8.7, if an indemnified party delivers written notice in reasonable detail to an indemnifying party of a claim for indemnification on or prior to the applicable expiration date for such claim, such claim shall survive until finally resolved.

8.8 Mitigation. The Parties agree that an indemnified party’s right to recourse under this Article VIII for any Damages shall be limited to the extent that such indemnified party would not have suffered such Damages had such indemnified party exercised commercially reasonable efforts to mitigate such Damages following the actual discovery by such indemnified party of the fact, event or circumstance giving rise to such Damages.

8.9 Sole Remedy. After the Closing, no Party shall have liability under this Agreement or the transactions contemplated hereby except as is provided in this Article VIII (other than claims or causes of action arising from fraud, and other than claims for specific performance or claims arising under any Transaction Documents (other than this Agreement) (which claims shall be subject to the liability provisions of such Transaction Documents)).

8.10 Consideration Adjustment. The Parties agree to treat any payments made pursuant to this Article VIII as an adjustment to the Consideration for all Tax purposes, except as otherwise required by applicable Law following a Final Determination.

ARTICLE IX

TERMINATION

9.1 Events of Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Rice and the Partnership;

(b) by either Rice or the Partnership in writing after January 4, 2016 if the Closing has not occurred by that date, provided that as of such date the terminating Party (and, in the case of the Partnership, the General Partner) is not in material breach, violation or inaccuracy of its representations, warranties or covenants under this Agreement;

(c) by either Rice or the Partnership in writing without prejudice to other rights and remedies the terminating Party or its Affiliates may have (provided the terminating Party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have

-39-

(i) materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date or (ii) materially breached or violated (including inaccuracies) any of its representations or warranties contained herein; provided, however, that in the case of clauses (i) or (ii), the breaching Party shall have a period of 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement if the breach is curable; or

(d) by either Rice or the Partnership in writing, if there shall be any order, writ, injunction or decree of any Governmental Authority binding on the Parties that prohibits or restrains any Party from consummating the transactions contemplated hereby; provided, however, that the applicable Party shall have used its commercially reasonable efforts to have any such order, writ, injunction or decree removed but it shall not have been removed within 30 days after entry by the Governmental Authority.

9.2 Effect of Termination. In the event of the termination of this Agreement by a Party as provided in Section 9.1, this Agreement shall thereafter become void except for this Section 9.2, Section 5.6 and Article X. Nothing in this Section 9.2 shall be deemed to release any Party from any liability for breach, violation, or inaccuracy of any of its representations, warranties covenants or other obligations occurring prior to such termination by such Party or to impair any rights of any Party under this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Expenses. Unless otherwise specifically provided in this Agreement, each Party shall pay its own expenses incident to this Agreement or the other Transaction Documents and all action taken in preparation for effecting the provisions of this Agreement and the other Transaction Documents.

10.2 Notices. Unless otherwise specifically provided in this Agreement, any notice, request, instruction, correspondence or other document to be given under or in relation to this Agreement shall be made in writing and shall be deemed to have been properly given if: (i) personally delivered (with written confirmation of receipt); or (ii) delivered by a recognized overnight delivery service (delivery fees prepaid), in either case to the appropriate address set forth below:

If to Rice or any Subsidiary of Rice, addressed to:

Rice Energy Inc. (or applicable Subsidiary)

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

Attn: Will Jordan, General Counsel

Email: [email protected]

-40-

If to the Partnership, addressed to:

Conflicts Committee of Rice Midstream Management LLC

c/o Rice Midstream Management LLC

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

Attn: Chairman

(with a copy, which shall not constitute notice, to:)

Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana, Suite 4400

Houston, Texas 77002

Attention: J. Vincent Kendrick

Eric L. Muñoz

Telephone: (713) 220-5839 (J. Vincent Kendrick)

(713) 250-2226 (Eric L. Muñoz)

Fax: (713) 236-0822

Any Party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

10.3 Governing Law and Venue. This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction. The courts of the State of Texas, or the federal courts located in the Southern District of Texas shall be the exclusive venue for any dispute regarding this Agreement.

10.4 Public Statements. Prior to the Closing, the Parties shall consult with each other and no Party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the consent of the other Parties, which shall not be unreasonably withheld or delayed, unless the Party desiring to make such announcement or statement, after seeking such consent from the other Parties, obtains advice from legal counsel that such a public announcement or statement may be required by applicable law or securities exchange regulations.

10.5 Form of Payment. All payments hereunder shall be made in United States dollars and, unless the Parties making and receiving such payments shall agree otherwise or the provisions hereof provide otherwise, shall be made by wire or interbank transfer of immediately available funds on the date such payment is due to such account as the Party receiving payment may designate at least three business days prior to the proposed date of payment.

-41-

10.6 Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior oral agreements and understandings among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person any rights or remedies hereunder except as Article VIII or Section 10.15 contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to in clause (i) above herein or delivered pursuant hereto, including the exhibits and schedules hereto and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement or any Transaction Document may be waived by the Party or Parties entitled to the benefits thereof only by a written instrument signed by the Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

10.7 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by any Party without the prior written consent of the other Parties. Provided that the Partnership may assign all or any of its rights and/or obligations (i) to a Subsidiary, (ii) by way of a merger or consolidation or a sale of all or substantially all of its assets, or (iii) pursuant to granting a Lien to financiers in a bona fide lending transaction or in connection with any foreclosure, power of sale or settlement thereof; provided no such assignment shall relieve the Partnership of any of its obligations under this agreement.

10.8 Severability. If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties shall meet promptly and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect and will not be affected or impaired in any way thereby.

-42-

10.9 Interpretation.

(a) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

(b) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this clause,” and words of similar import, refer only to the Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (in its various forms) means including without limitation.

(c) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(d) References herein to any Person shall include such Person’s successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement.

(e) References herein to any Law shall be deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.

(f) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof.

(g) Each representation, warranty, covenant and agreement contained in this Agreement will have independent significance, and the fact that any conduct or state of facts may be within the scope of two or more provisions in this Agreement, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be considered in construing or interpreting this Agreement.

(h) Unless otherwise expressly provided herein to the contrary, accounting terms shall have the meaning given by GAAP.

10.10 Headings and Schedules. The headings of the several Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The schedules referred to herein are attached hereto and incorporated herein by this reference, and the matters disclosed in those schedules shall be deemed to qualify the representation or warranty to which they expressly relate and any other representation or warranty, but only to the extent that it is readily apparent on its face that such disclosure is applicable to such other representation or warranty. The Parties acknowledge and agree that (a) the schedules may include certain items and information solely for informational purposes for the convenience of the Parties and (b) the disclosure by any Party of any matter in any schedule shall not be deemed to constitute an acknowledgment by such Party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material.

-43-

10.11 Counterparts. This Agreement may be executed in two or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

10.12 Determinations by the Partnership. With respect to any notice, consent, approval or waiver that is required to be or may be taken or given by the Partnership (a) pursuant to the terms of this Agreement on or prior to the Closing Date or (b) pursuant to Article VIII after the Closing Date, such notice, consent, approval or waiver shall be taken or given only by the Conflicts Committee on behalf of the Partnership.

10.13 Representation by Counsel. Each Party agrees that it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and the documents referred to herein, and that it has executed the same upon the advice of such independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Therefore, the Parties waive the application of any Law providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

10.14 Disclosure Schedules. The inclusion of any information (including dollar amounts) in any schedule hereto shall not be deemed to be an admission or acknowledgment by a Party that such information is required to be listed on such schedule or is material to or outside the ordinary course of the business of such Party or the Person to which such disclosure relates. The information contained in this Agreement, the Exhibits and the Schedules is disclosed solely for purposes of this Agreement, and no information contained in this Agreement, the Exhibits or the Schedules shall be deemed to be an admission by any Party to any third Person of any matter whatsoever (including any violation of a legal requirement or breach of contract). The disclosure contained in any section of a disclosure schedule may be incorporated by reference into any other disclosure schedule section contained therein, and shall be deemed to have been so incorporated into any other disclosure schedule section so long as it is readily apparent that the disclosure is applicable to such other disclosure schedule.

-44-

10.15 No Recourse Against Non-Parties. All claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as Parties. No Person who is not a named Party to this Agreement, including any director, officer, employee, member, partner (general or limited), securityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement.

[Signature page follows]

-45-

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.


RICE ENERGY INC.

By:		/s/ Daniel J. Rice IV
Name:		Daniel J. Rice IV
Title:		Chief Executive Officer

RICE MIDSTREAM PARTNERS LP

By:		Rice Midstream Management LLC, its general partner

By:		/s/ Rob Wingo
Name:		Rob Wingo
Title:		Senior Vice President, Chief Operating Officer

Signature page to Purchase and Sale Agreement

Exhibit 10.1

Execution Version

AMENDED AND RESTATED WATER SERVICES AGREEMENT

BY AND BETWEEN

RICE DRILLING B LLC

AND

RICE WATER SERVICES (PA) LLC

DATED AS OF

November 4, 2015

TABLE OF CONTENTS


ARTICLE 1	DEFINITIONS	1

ARTICLE 2	PRODUCER COMMITMENTS	7
Section 2.1	Producer Commitments	7
Section 2.2	Producer Take Points	8
Section 2.3	Covenant Running with the Land	8

ARTICLE 3	SERVICES; WATER FACILITIES EXPANSION AND CONNECTION OF DELIVERY POINTS	8
Section 3.1	Service Provider Service Commitment	8
Section 3.2	Priority of Fresh Water Services	9
Section 3.3	Rights to Take Fresh Water at the Take Points	9
Section 3.4	Right of Producer to Supplement Fresh Water Supplies	9
Section 3.5	Development Plan; Fresh Water Facilities Plan; Exchange and Review of Information	10
Section 3.6	Expansion of Fresh Water System; Connection of Well Pads	11
Section 3.7	Installation and Operation of High-Rate Transfer Facilities	14
Section 3.8	Right of Way and Access	15
Section 3.9	Cooperation	15

ARTICLE 4	CERTAIN PROVISIONS REGARDING PRODUCED WATER SERVICES	16
Section 4.1	Access to Produced Water Receipt Points	16
Section 4.2	Dispatch Procedures	16
Section 4.3	Designated Receiving Facilities	16
Section 4.4	Non-Conforming Produced Water	17
Section 4.5	Transportation Services Equipment	17
Section 4.6	Contract Carrier Status	17

ARTICLE 5	TERM	18
Section 5.1	Term	18

ARTICLE 6	FEES AND CONSIDERATION	18
Section 6.1	Fees	18

ARTICLE 7	CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES	20
Section 7.1	Operational Control of Service Provider’s Facilities	20
Section 7.2	Maintenance	20
Section 7.3	Third Party Services; Capacity Allocations on the Fresh Water Facilities	20
Section 7.4	Water Treatment Asset	21

ARTICLE 8	DELIVERY RATES	21
Section 8.1	Delivery Rates	21
Section 8.2	Producer Facilities	21



ARTICLE 9	NOMINATION	21
Section 9.1	Fresh Water Delivery Nominations	21
Section 9.2	Changes in Fresh Water Delivery Rates	21

ARTICLE 10	MEASUREMENT EQUIPMENT AND PROCEDURES	22
Section 10.1	Equipment	22
Section 10.2	Notice of Measurement Facilities Inspection and Calibration	22
Section 10.3	Measurement Accuracy Verification	22
Section 10.4	Special Tests	23
Section 10.5	Metered Flow Rates in Error	23
Section 10.6	Record Retention	23

ARTICLE 11	NOTICES	24
Section 11.1	Notices	24

ARTICLE 12	PAYMENTS	25
Section 12.1	Invoices	25
Section 12.2	Right to Suspend on Failure to Pay	25
Section 12.3	Audit Rights	26
Section 12.4	Payment Disputes	26
Section 12.5	Interest on Late Payments	26
Section 12.6	Excused Performance	26

ARTICLE 13	FORCE MAJEURE	26
Section 13.1	Suspension of Obligations	26
Section 13.2	Definition of Force Majeure	27
Section 13.3	Settlement of Strikes and Lockouts	27
Section 13.4	Payments for Fresh Water Made Available	27

ARTICLE 14	INDEMNIFICATION	27
Section 14.1	Service Provider	27
Section 14.2	Producer	28

ARTICLE 15	CUSTODY AND TITLE	28
Section 15.1	Custody of Fresh Water	28
Section 15.2	Custody of Produced Water	29
Section 15.3	Title to Produced Water	29

ARTICLE 16	PAYMENTS FOR FRESH WATER; TAXES	29
Section 16.1	Payments for Fresh Water; Taxes	29

ARTICLE 17	MISCELLANEOUS	30
Section 17.1	Rights	30
Section 17.2	Applicable Laws	30
Section 17.3	Governing Law; Jurisdiction	30
Section 17.4	Successors and Assigns	30
Section 17.5	Severability	31
Section 17.6	Confidentiality	32


Section 17.7	Entire Agreement, Amendments and Waiver	33
Section 17.8	Limitation of Liability	33
Section 17.9	Headings	34
Section 17.10	Rights and Remedies	34
Section 17.11	No Partnership	34
Section 17.12	Rules of Construction	34
Section 17.13	No Third Party Beneficiaries	34
Section 17.14	Further Assurances	34
Section 17.15	Counterpart Execution	34


Exhibit A		Form of Connection Notice
Exhibit B		Initial Development Plan
Exhibit C		Initial Required Connection Wells
Exhibit D		Rice Guaranty
Exhibit E		Example Minimum Fresh Water Calculation

iii

AMENDED AND RESTATED WATER SERVICES AGREEMENT

This Amended and Restated Water Services Agreement (this “Agreement”), dated as of November 4, 2015 (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE WATER SERVICES (PA) LLC, a Delaware limited liability company (“Service Provider”). Producer and Service Provider may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

A. Producer owns Interests and intends to drill and complete Wells for the production of Hydrocarbons in the Service Area.

B. Producer requires supplies of Fresh Water in its areas of operation for hydraulic fracturing operations and other purposes and has the right to take Fresh Water from various rivers and other Fresh Water sources to use for such purposes in its operations in the Service Area and may from time to time have rights to take Fresh Water from other sources for such operations and operations in other areas.

C. Service Provider owns and operates the Fresh Water System, which is being used to take Fresh Water from Take Points and to make available such Fresh Water to Producer in its areas of operation in the Service Area. Service Provider anticipates the expansion of the Fresh Water System to make available Fresh Water to additional locations in the Service Area. Service Provider also anticipates obtaining additional rights to take Fresh Water from rivers and other Fresh Water sources to make available to Producer and its other customers via the Fresh Water System.

D. Producer and Service Provider have entered into that certain Water Services Agreement dated December 22, 2014 (the “Original Agreement”), pursuant to which Producer contracted with Service Provider to provide certain Services utilizing the Fresh Water System in the Service Area, and Service Provider agreed to provide such Services to Producer, in each case in accordance with the terms and conditions of the Original Agreement.

E. Producer and Service Provider now desire to expand the scope of the Services covered by the Original Agreement to include additional Fresh Water and Produced Water handling services. Accordingly, the Parties are entering into this Agreement, which shall amend and restate the Original Agreement in its entirety.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below:

Affiliate. Any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another Person. Affiliated shall have the correlative meaning. The term “control” (including its derivatives and similar terms) shall mean possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Any Person shall be deemed to control any specified Person if such Person owns fifty percent (50%) or more of the voting securities of the specified Person, or if the specified Person owns fifty percent (50%) or more of the voting securities of such Person, or if fifty percent (50%) or more of the voting securities of the specified Person and such Person are under common control. Notwithstanding the foregoing, for purposes of this Agreement neither Service Provider, Rice Midstream Management, LLC, a Delaware limited liability company (the “General Partner”), the Partnership, nor any of their subsidiaries shall be Affiliates of Producer, and neither Producer nor any of its subsidiaries (other than Service Provider, the General Partner, the Partnership and their subsidiaries) shall be Affiliates of Service Provider.

Aggregate Shortfall Volume. As defined in Section 6.1(b).

Agreement. As defined in the preamble hereof.

Applicable Law. Any applicable law, statute, regulation, rule, code, administrative order or enforcement action (whether national, local, municipal, territorial, provincial, or federal) of any Governmental Authority, including any Environmental Law, to the extent they apply to the Services or the Parties.

AST. An above-ground storage tank.

Attributable Produced Water. Produced Water produced from a Well operated by Producer or a Rice Entity located on the Service Area Properties and attributable to either (i) Producer’s or such Rice Entity’s interest in such Well or (ii) the interest of non-operating parties in such Well, to the extent that Producer or such Rice Entity (as operator) has the right to dispose of, and is responsible for the disposition of, such Produced Water.

Barrel. Forty-two Gallons.

Business Day. Any calendar Day on which commercial banks in New York City are open for business.

Completion Deadline. As defined in Section 3.6(f).

Confidential Information. As defined in Section 17.6(a).

Connection Notice. As defined in Section 3.6(b).

Contract Year. Each of (i) the period from December 22, 2014, through December 31, 2015, and (ii) each calendar year thereafter.

CPI. As defined in Section 6.1(c).

Day. A period commencing at 10:00 a.m., Eastern Standard Time, on a calendar day and ending immediately prior to 10:00 a.m., Eastern Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning.

Delivery Fee. As defined in Section 6.1(a)(i).

Designated Receiving Facility. As defined in Section 4.3(a).

Development Plan. As defined in Section 3.5(a).

Effective Date. As defined in the preamble of this Agreement.

Environmental Laws. Any and all Applicable Laws concerning or relating to public health and safety, worker/occupational health and safety, and the prevention of pollution or protection of the environment, including those relating to, or imposing liability or standards of conduct concerning, the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control, cleanup or other action or failure to act involving Hazardous Materials, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, noise, or radiation.

Firm Service. Services that are accorded the highest priority on the Fresh Water System with respect to capacity allocations, interruptions, or curtailments, specifically including the Fresh Water Services provided to Producer hereunder. Firm Services will be the last curtailed on the relevant part of the Fresh Water System in the event of an interruption or curtailment, and all Firm Services will be treated equally in the event an allocation is necessary.

Force Majeure. As defined in Section 13.2.

Frac Water. Fresh Water or, when applicable, Fresh Water mixed with Produced Water in accordance with Producer’s instructions as contemplated in Section 3.1(d).

Frac Water Delivery Point. The water inlet flange of the mixing tanks or the hydration unit being utilized by Producer and its other contractors in hydraulic fracturing operations on a Well Pad.

Fresh Water. Raw fresh water. For the avoidance of doubt, “Fresh Water” does not include recycled flowback water or Produced Water.

Fresh Water Facilities. Collectively, the Fresh Water System and the High-Rate Transfer Facilities, including any additional System Segments constructed after the date hereof, as such Fresh Water Facilities are expanded after the date hereof.

Fresh Water Measurement Point. The inlet to Service Provider’s Measurement Facilities located at the inlet to the High-Rate Transfer Facilities located at or in the vicinity of each Well Pad where Fresh Water is measured as or before it goes into the High-Rate Transfer Facilities.

Fresh Water Services. Those Services that are described in Section 3.1(a) through Section 3.1(d).

Fresh Water System. The Fresh Water facilities owned by Service Provider as of the date hereof upstream of the interconnection with the High-Rate Transfer Facilities, together with any additional System Segments constructed after the date hereof, as such Fresh Water facilities are expanded after the date hereof, including, in each case, to the extent now in existence or constructed or installed in the future, all underground Fresh Water pipelines, Impoundment Facilities, pumping stations, Take Point Facilities, Measurement Facilities, rights of way (whether for underground or surface use), fee parcels, surface rights, and permits, and all appurtenant facilities.

Fresh Water Facilities Plan. As defined in Section 3.5(b).

Gallon. One U.S. gallon, which is equal to 231 cubic inches.

Gas. Any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases, that is extracted from beneath the surface of the earth.

Governmental Approval. Any permit, license, consent, clearance, certificate, approval, authorization or similar document or authority which any Applicable Law or Governmental Authority requires either Party to hold or obtain in order for the Services to be performed, including any that are required to take Fresh Water from the Take Points.

Governmental Authority. Any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

Guarantor. Rice Energy.

Hazardous Materials. (a) Any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product or byproduct, (d) any polychlorinated biphenyl, (e) any asbestos or asbestos-containing materials, and (f) any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to regulation, investigation, control, or remediation under any Environmental Law.

High-Rate Transfer Facilities. Facilities of Service Provider and its subcontractors located at or in the vicinity of a Well Pad used to perform High-Rate Transfer Services at such Well Pad, including, as applicable, ASTs, high-rate transfer pumps, facilities and equipment for mixing Fresh Water with Produced Water, associated hoses and lines, and all related equipment and facilities used to transfer Fresh Water from the Fresh Water System, mix such Fresh Water with Produced Water when applicable, and transfer Frac Water to the Frac Water Delivery Points at the required rates of flow.

High-Rate Transfer Services. As defined in Section 3.1(d).

Hydrocarbons. Gas and/or Liquid Hydrocarbons.

Impoundment Facility. Each impoundment or retention area or other similar facility that is part of the Fresh Water System and is used to temporarily store Fresh Water upstream of the High-Rate Transfer Facilities prior to its being made available at a Frac Water Delivery Point.

Initial Development Plan. The Development Plan previously provided by Producer to Service Provider and identified as the initial Development Plan and attached as Exhibit B.

Interests. Oil and gas leasehold interests and oil and gas mineral fee interests, including working interests, overriding royalty interests, net profits interests, carried interests, and similar rights and interests.

Interruptible Service. Service that is accorded the lowest priority on the Fresh Water System with respect to capacity allocations, interruptions, or curtailments. Interruptible Service will be the first curtailed on the Fresh Water System in the event of an interruption or curtailment.

Liquid Hydrocarbons. Oil, condensate, natural gasoline and all the liquid hydrocarbon production from wells, or a blend of such.

Maintenance. As defined in Section 7.2.

Measurement Facilities. Any facility or equipment used to measure the volume of Fresh Water or Produced Water, which may include meter tubes, isolation valves, tank strappings, recording devices, communication equipment, buildings and barriers.

Measurement Points. Each Fresh Water Measurement Point and Produced Water Measurement Point.

Minimum Flow Rate. As defined in Section 8.1.

Month. A period commencing at 10:00 a.m., Eastern Standard Time, on the first Day of a calendar month and extending until 10:00 a.m., Eastern Standard Time, on the first Day of the next succeeding calendar month. Monthly shall have the correlative meaning.

Original Agreement. As defined in the recitals of this Agreement.

Parties. As defined in the preamble of this Agreement.

Partnership. Rice Midstream Partners L.P., a Delaware limited partnership.

Party. As defined in the preamble of this Agreement.

Person. An individual, a corporation, a partnership, a limited partnership, a limited liability company, an association, a joint venture, a trust, an unincorporated organization, or any other entity or organization, including a Governmental Authority.

Planned Well. As defined in Section 3.5(a).

Produced Water. Water produced from Wells alongside Hydrocarbons (whether or not treated at a water treatment facility), including water separated from Hydrocarbons at the wellhead upstream of a Produced Water Receipt Point located at a Well Pad through conventional mechanical separation equipment and held in tanks owned by Producer at the Well Pad, including flowback water, drilling fluids, and other fluid wastes produced from such Wells, and including in each case all materials (including Hydrocarbons) contained in such water.

Produced Water Measurement Point. The inlet to Service Provider’s Measurement Facilities at the truck unloading facility located at or in the vicinity of each Well Pad where Produced Water that is to be mixed with Fresh Water in accordance with Producer’s instructions is measured as or before it goes into the High-Rate Transfer Facilities.

Produced Water Quality Standards. As defined in Section 4.4.

Produced Water Receipt Point. The outlet flange of the Producer’s Produced Water tankage located at or nearby or assigned to a Well, downstream of the Producer’s separation equipment.

Produced Water Services. Those Services described in Section 3.1(e) and Section 3.1(f).

Producer. As defined in the preamble of this Agreement.

Producer Group. As defined in Section 14.1(b).

Reimbursable Produced Water Services Costs. As defined in Section 6.1(a)(iii).

Required Connection Wells. As defined in Section 3.1(a).

Rice Energy. Rice Energy, Inc., a Delaware corporation.

Rice Entity. Means Rice Energy, Inc., a Delaware corporation, and each Affiliate of Producer that is a direct or indirect subsidiary of Rice Energy Inc.

Rice Guaranty. The Guaranty dated as of the Effective Date made by Guarantor in favor of Service Provider in the form of Exhibit D.

Service Area. Washington and Greene Counties, Pennsylvania.

Service Area Properties. All Interests now owned or hereafter acquired by Producer or any Rice Entity and located wholly or partly within the Service Area or pooled, unitized or communitized with Interests located wholly or partly within the Service Area; provided that Service Area Properties shall not include any Interests that are unitized or pooled with the properties of third parties that are not Service Area Properties if neither Producer nor a Rice Entity is the operator of such unit.

Services. As defined in Section 3.1.

Service Provider. As defined in the preamble of this Agreement.

Service Provider Group. As defined in Section 14.2(b).

Supplemental Water Fee. As defined in Section 6.1(a)(ii).

System Segment. A physically separate segment of the Fresh Water System that connects one or more Take Points to one or more Impoundment Facilities, together with any underground Fresh Water lines downstream of such Impoundment Facilities and any rights of way downstream of such Impoundment Facilities for surface Fresh Water lines, including all underground Fresh Water pipelines, Impoundment Facilities, pumping stations, Take Point Facilities, Measurement Facilities, rights of way, fee parcels, surface rights, and permits, and all appurtenant facilities.

Take Point. Those points from which, in accordance with agreements with the holders of water rights and/or Applicable Laws and required Governmental Approvals, Producer or Service Provider has procured the right for Service Provider to take Fresh Water to make available to Producer for use in accordance with this Agreement.

Take Point Facilities. All facilities located at any Take Point that are necessary for Service Provider to take Fresh Water from the Fresh Water source at such Take Point.

Target Commencement Date. As defined in Section 3.6(b).

Transportation Services. As defined in Section 3.1(e).

Two Mile Perimeter. As defined in Section 3.1(a).

USDOT. The United States Department of Transportation.

Water Facilities. The Fresh Water Facilities and any facilities owned by Service Provider through which Produced Water is gathered, collected, transported, processed, treated, recycled, or disposed of from any Interests.

Well. A well for the production of Hydrocarbons in which Producer or a Rice Entity owns an interest that is located on the Service Area Properties or for which Services are otherwise required to be performed in accordance with this Agreement.

Well Pad. The surface installation on which one or more Wells are located.

ARTICLE 2

PRODUCER COMMITMENTS

operations for all Wells operated by Producer or such Rice Entity in the Service Area and (b) to exclusively utilize Service Provider for the performance of the Produced Water Services for all Attributable Produced Water, as and when produced.

Section 2.2 Producer Take Points. Producer agrees to use all reasonable efforts to (a) maintain the right to take Fresh Water from each Take Point (whether now existing or hereafter acquired) for use in its operations and (b) afford Service Provider the right to take Fresh Water from Take Points from which Producer has the right to take Fresh Water for use in its operations for the purpose of making such Fresh Water available to Producer under this Agreement and, subject to the provisions of Section 7.3, to provide Fresh Water to third party customers.

Section 2.3 Covenant Running with the Land. The covenants and commitments made by Producer under this Article 2 are covenants running with the land. For the avoidance of doubt and in addition to that which is provided in Section 17.4, in the event Producer sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its Interests in the Service Area, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state. Notwithstanding the foregoing, Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Service Area Properties free of the covenant and commitment made under this Article 2 in a sale or other disposition in which a number of net acres of Service Area Properties that, when added to the total of net acres of Service Area Properties theretofore and, where applicable, simultaneously disposed of free of the commitment made by Producer under this Article 2, does not exceed the aggregate number of net acres of Service Area Properties acquired by Producer after the Effective Date, including in a transaction in which Service Area Properties are exchanged for other properties located in the Service Area that would be subject to commitment made by Producer under this Article 2.

ARTICLE 3

SERVICES; WATER FACILITIES EXPANSION AND CONNECTION OF DELIVERY POINTS

Section 3.1 Service Provider Service Commitment. Subject to and in accordance with the terms and conditions of this Agreement, Service Provider commits to providing the following services (collectively, the “Services”) to Producer:

(a) construct and expand the Fresh Water System to connect to the Fresh Water System each Well in the Service Area that (i) is included in the Initial Development Plan, or (ii) is within two miles of the Fresh Water System (the “Two Mile Perimeter”) as it exists as of the date of the Connection Notice for such Well, subject in each case to the procedures set forth in Section 3.6 (such Wells, and such other Wells that become Required Connection Wells in accordance with Section 3.6, “Required Connection Wells”);

(b) Subject to Section 2.2, take, or cause to be taken, at each Take Point on each Day, Water in a quantity at least equal to the volume of Water required to be taken in the Fresh Water System in order to perform the Fresh Water Services;

(c) make available or cause to be made available, by underground or surface water lines and through the use of Impoundment Facilities if applicable, at the interconnection between the Fresh Water System and the High-Rate Transfer Facilities at each Well Pad during the periods nominated by Producer in accordance with Section 9.1 during which hydraulic fracturing operations are to be carried out at such Well Pad, Fresh Water at sufficient rates of flow so that Frac Water can be made available at the Frac Water Delivery Points during such period at the required rates of flow;

(d) during the periods nominated by Producer in accordance with Section 9.1 during which hydraulic fracturing operations are to be carried out at such Well Pad, (i) transfer Fresh Water from the Fresh Water System, (ii) if so instructed by Producer, mix such Fresh Water with Produced Water in the proportion instructed by Producer, and (iii) transfer such Fresh Water or mixed Fresh Water and Produced Water, as Frac Water, through the High-Rate Transfer Facilities to the Frac Water Delivery Point at such Well Pad (the “High-Rate Transfer Services”);

(e) receive, or cause to be received, into its (or its subcontractors’) trucks, or otherwise collect, all Attributable Produced Water from the Produced Water Receipt Points and deliver, or cause to be delivered, such Produced Water (i) to a Well Pad in order to mix with Fresh Water in accordance with Producer’s instructions, or (ii) to a Designated Receiving Facility (the “Transportation Services”); and

(f) cause Produced Water collected from the Produced Water Receipt Points (other than Produced Water delivered to a Well Pad to be mixed with Fresh Water in accordance with Producer’s instructions) to be treated, recycled, released, sold for re-use, or otherwise disposed of through Designated Receiving Facilities.

Section 3.2 Priority of Fresh Water Services. Subject to the terms and conditions of this Agreement, Fresh Water Services requiring deliveries of Fresh Water to the interconnection with the High-Rate Transfer Facilities at no more than one Well on any trunkline at any time at rates of flow at or below the Minimum Flow Rate shall be provided on a Firm Service basis. All Fresh Water Services requiring deliveries to the interconnection with the High-Rate Transfer Facilities at more than one Well on any trunkline at any time or in excess of the Minimum Flow Rate shall be provided on an Interruptible Service basis.

Section 3.3 Rights to Take Fresh Water at the Take Points. Subject to Section 2.2, Service Provider is responsible for obtaining all necessary rights, including all Governmental Approvals, to take Fresh Water from the Take Points in sufficient volumes to make available Frac Water at the Frac Water Delivery Points at the required rates of flow. Producer will provide all information to Service Provider that is required for Service Provider to acquire, and will use commercially reasonable efforts to assist Service Provider in acquiring, such rights.

Section 3.4 Right of Producer to Supplement Fresh Water Supplies.

6.1(a)(ii), provide supplemental Fresh Water by truck to the Service Provider at the applicable Impoundment Facility or Fresh Water or Produced Water to Service Provider’s facilities at the applicable Well Pad so that the desired flow rates can be achieved.

(b) Notwithstanding Section 14.1(a)(ii), Service Provider shall not have any liability whatsoever for its inability to make water available at the flow rates desired by Producer.

Section 3.5 Development Plan; Fresh Water Facilities Plan; Exchange and Review of Information.

(a) The Initial Development Plan describes Producer’s planned development and drilling activities relating to the Service Area Properties through December 31, 2017 (such plan, as updated as hereinafter provided, the “Development Plan”). Following the Effective Date, on or before the last Day of each Month, Producer shall provide Service Provider an updated Development Plan describing the planned development and drilling activities relating to the Service Area Properties for the 24-Month period commencing on the date of such updated Development Plan. Each Development Plan will include (i) information as to the Wells that Producer expects will be drilled during such period (each such Well reflected in a Development Plan, a “Planned Well”), which may be by reference to Well Pads and the number of Wells to be drilled at such Well Pads, information as to the Well Pads expected to be constructed during such period and the approximate locations thereof, and the earliest date on which one or more Planned Wells at each such Well Pad are expected to be hydraulically fractured, and (ii) good faith and reasonable forecasts of the periods of time during which Fresh Water will be required at each Well Pad for the purpose of hydraulic fracturing operations for all Planned Wells on such Well Pad and the volumes of Fresh Water and the rates of flow that will be required for hydraulic fracturing operations on such Well Pad during the 24-Month period following the date of such Development Plan. Producer shall make its representatives available to discuss the Development Plan from time to time with Service Provider and its representatives, in order to facilitate advance planning for expansion or improvement of the Fresh Water System and/or the planning of the Fresh Water Services and to address other matters relating to the construction and installation of additions to the Fresh Water System. Producer may provide updated or amended Development Plans to Service Provider at any time and shall provide its then-current Development Plan to Service Provider from time to time on or prior to the fifth (5^th) Business Day after Service Provider’s request therefor.

(b) Service Provider has provided to Producer a Fresh Water System plan describing and/or depicting the Fresh Water System, including all Take Points, pipelines, Impoundment Facilities, rights of way for surface Fresh Water lines, and all pumping stations and other major physical facilities, together with their locations, sizes and other physical specifications, operating parameters, capacities, and other relevant specifications, and together with a schedule for completing the construction and installation of the planned portions thereof, in each case as currently in existence, under construction, or planned, together with information about the High Rate Transfer Facilities, including the number and capacity of ASTs and high rate transfer pumps, that will be utilized to perform the High-Rate Transfer Services at each Well Pad (such plan, as updated as hereinafter provided, the “Fresh Water Facilities Plan”). Based on the Development Plans and such other information about the expected development of the Service

Area Properties as shall be provided to Service Provider by or on behalf of Producer, Service Provider shall periodically update the Fresh Water Facilities Plan. Without limiting the generality of the foregoing, Service Provider shall ensure that the Fresh Water Facilities Plan reflects all Required Connection Wells included in each Monthly Development Plan not later than 30 Days after such Development Plan is delivered to Service Provider. Service Provider shall make the Fresh Water Facilities Plan available for inspection by Producer and its representatives from time to time and shall make representatives of Service Provider available to discuss the Fresh Water Facilities Plan from time to time with Producer and its representatives. Service Provider shall provide Producer updates not less frequently than Monthly on the progress of work on all facilities necessary to connect the Fresh Water System to the Well Pads on which the Required Connection Wells are or are to be located as set forth in the then-current Fresh Water Facilities Plan.

(c) The Parties recognize that the plans for the development of the Service Area Properties set forth in each Development Plan, as well as all information provided by Producer to Service Provider regarding its intentions with respect to the development of the Service Area Properties, are subject to change and revision at any time at the discretion of Producer, and that such changes may impact the timing, configuration, and scope of the planned activities of Service Provider. The exchange of such information and any changes thereto shall not give rise to any rights or liabilities as between the Parties except as expressly set forth in this Agreement, and Service Provider shall determine at its own risk the time at which it begins to work on and incur costs in connection with projects to expand the Fresh Water System and its other facilities and capacities, including the acquisition of rights of way, equipment, and materials. Without limiting the generality of the foregoing, Producer has no obligation to Service Provider under this Agreement to develop or produce any Hydrocarbons from the Service Area Properties or to pursue or complete any drilling or development on the Service Area Properties, whether or not envisioned in the Development Plan.

Section 3.6 Expansion of Fresh Water System; Connection of Well Pads.

(a) The Service Provider shall design and develop the Fresh Water System at least to the capacity of the Minimum Flow Rate for the purpose of providing Fresh Water Services as and when needed for hydraulic fracturing operations on the Required Connection Wells, and Service Provider shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to plan, procure, construct, install, own, and operate the Fresh Water System so as to timely extend the Fresh Water System to all Wells Pads on which Required Connection Wells are located and timely deliver such quantities of Fresh Water to the Wells Pads so as to permit Service Provider to commence providing the full scope of Services with respect to all the Required Connection Wells in accordance with this Section 3.6; provided, that the foregoing shall not preclude Service Provider from also designing and developing the Fresh Water System to provide services to third parties.

(b) Producer shall from time to time give notice, in the form of Exhibit A hereto (or in such form as the Parties shall otherwise agree from time to time), to Service Provider of each Planned Well that Producer intends to drill and complete in the Service Area (a “Connection Notice”). Each Connection Notice shall set forth the target commencement date for starting the hydraulic fracturing of such Well (the “Target Commencement Date”).

(c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Service Provider shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well and provide anticipated aggregate Take Point flow rate availability or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to extend the Fresh Water System to the Well Pad on which such Planned Well is or will be located and, in each case, make Fresh Water available for such Planned Well for the Delivery Fee defined in Section 6.1(a), and provide anticipated aggregate Take Point flow rate availability, or (ii) state that it has determined that such Planned Well is not a Required Connection Well or that, whereas such Planned Well is within the Two Mile Perimeter and/or was included in the Initial Development Plan, making Fresh Water available for such Planned Well is not commercially economical, as solely determined by Service Provider, and in either case state the Delivery Fee that it would charge for extending the Fresh Water System to the Well Pad on which such Planned Well is located and making Fresh Water available for such Planned Well. The Parties acknowledge and agree that Service Provider does not control the availability of Fresh Water at each Take Point and Service Provider’s written notice in response to each Connection Notice shall be subject to change due to fluctuations of Fresh Water availability at any Take Point. Service Provider shall use commercially reasonable efforts to minimize such fluctuations at any Take Point and shall promptly provide written notice to Producer of any material change in anticipated aggregate Take Point flow rate based on Service Provider’s prior notice to Producer.

(d) If Service Provider delivers the notice referred to in Section 3.6(c)(i)(A) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Service Provider delivers the notice referred to in Section 3.6(c)(i)(B) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Service Provider, accept Service Provider’s proposed Delivery Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee proposed in Service Provider’s notice shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located.

(e) If Service Provider delivers the notice referred to in Section 3.6(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have the Fresh Water System extended to the Well Pad on which such Planned Well is located but does not agree to the proposed Delivery Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Delivery Fee that would be applicable to Fresh Water made available for such Planned Well. If the Parties agree in writing on such Delivery Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water

System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Water made available for such Planned Well.

(f) Service Provider shall cause the necessary facilities to be constructed to extend the Fresh Water System to the Well Pad on which each Required Connection Well is located and to make Fresh Water available for such Required Connection Well. Such facilities shall be available to make Fresh Water available to such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Commencement Date with respect to such Well, (2) the date that is 365 Days after the Connection Notice for such Well, and (3) the date on which such Well is ready for hydraulic fracturing (the later of such dates, with respect to such Well, the “Completion Deadline”). Service Provider shall provide Producer notice promptly upon Service Provider’s becoming aware of any reason to believe that it may not be able to complete the extension of the Fresh Water System to the Well Pad on which a Required Connection Well is located by the Target Commencement Date therefor or to otherwise complete all facilities necessary to make Fresh Water available for such Well by the Target Commencement Date therefor. If and to the extent Service Provider is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.9, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Service Provider’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion Deadline, as Producer’s sole and exclusive remedies for such delay,

(i) Producer may, until such time as the Fresh Water System is extended to such Well Pad and Fresh Water can be made available from the Fresh Water System to such Well, source Fresh Water for hydraulic fracturing operations at such Well from such source as it may determine; and

(ii) Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to extend the Fresh Water System to such Well Pad and/or to permit Fresh Water from the Fresh Water System to be made available at the Frac Water Delivery Point at such Well Pad, in which case Service Provider shall pay to Producer an amount equal to 115% of all reasonable actual and verifiable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Service Provider and such rights and facilities shall thereafter be part of the Fresh Water System.

The remedies set forth in clauses (i) and (ii) above shall be applicable to Wells with Completion Deadlines that are on or after December 22, 2015.

(g) Producer has previously delivered a Connection Notice to Service Provider with respect to the Required Connection Wells set forth on Exhibit C. Such Connection Notice shall be deemed to have been given for each such Required Connection Well 365 Days prior to the Target Commencement Date specified for such Well in such notice.

Section 3.7 Installation and Operation of High-Rate Transfer Facilities.

(a) Service Provider shall be obligated, directly or through subcontractors, to engineer, procure, transport to the Well Pad or other applicable site, and erect or install on the Well Pad or on such site on or prior to the Completion Deadline all necessary High-Rate Transfer Facilities to enable Fresh Water to be transferred from the Fresh Water System, such Fresh Water to be mixed with Produced Water in accordance with Producer’s instructions, and to transfer Frac Water through the High-Rate Transfer Facilities to the Frac Water Delivery Points. Service Provider shall ensure that all such High-Rate Transfer Facilities remain on the Well Pad or on such site and be available to perform the High-Rate Transfer Services at all times during which Producer has notified Service Provider in accordance with Section 9.1 that hydraulic fracturing operations will be carried out on such Well Pad until such time as Producer has advised Service Provider that all hydraulic fracturing operations have been completed on all Planned Wells at such Well Pad. Service Provider shall have the right to remove and re-install or re-erect such High Rate Transfer Facilities from time to time as long as no delay or disruption in Producer’s hydraulic fracturing operations results therefrom.

(b) Producer shall provide sufficient space on the Well Pad for all necessary High-Rate Transfer Facilities other than ASTs to be located on such Well Pad. Producer shall use commercially reasonable efforts to provide sufficient space on the Well Pad, or if sufficient space on such Well Pad is not available, on the nearest reasonably available site, in any event, within one mile of the Well Pad, for the erection and installation of all ASTs required by Service Provider for the performance of the High-Rate Transfer Services on such Well Pad, together with rights of access to such site from a public road and easements or rights of way over which Service Provider may run hoses and temporary Fresh Water lines to the Well Pad. If Producer, through the use of commercially reasonable efforts, has been unable, by the date that is at least 180 days prior to the Target Commencement Date for such Well Pad, to obtain such a site and such rights of access and easements, Producer shall promptly notify Service Provider, and Service Provider shall be responsible for obtaining such site and the related access rights and easements.

(c) Service Provider shall be responsible for the operation, maintenance, repair, and removal of all High-Rate Transfer Facilities, including the operation of the applicable ASTs, ensuring that such ASTs and other High-Rate Transfer Facilities are operating properly and that the Fresh Water is transferred from such ASTs at proper flow rates (such that such ASTs do not overflow), and necessary coordination with Producer’s and its hydraulic fracturing contractors’ personnel.

have the right to complete the engineering, procurement, transportation, erection and/or installation (including through one or more subcontractors) of replacement facilities and/or to carry out such activities itself (including through one or more subcontractors), in which case Service Provider shall pay, within 30 days after presentment of an invoice therefor, to Producer an amount equal to 115% of all reasonable, actual and verifiable out of pocket costs and expenses incurred by Producer in so engineering, procuring, transporting, erecting, and installing such facilities and carrying out such activities, and upon receipt of payment by Producer therefor, Producer shall convey all such rights (including rights under third party contracts) and facilities owned or under the control of Producer to Service Provider (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment).

Section 3.8 Right of Way and Access. Service Provider is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land necessary to construct, own, and operate the Fresh Water System, and all such rights in land shall be solely for use by Service Provider and shall not be shared with Producer, except as otherwise agreed by Service Provider; provided, however, that if Producer’s rights to take Fresh Water from any Take Point (or any other surface use or other agreements of Producer) also provide Producer the right to use any lands for the purpose of installing facilities to take Fresh Water, Producer shall use commercially reasonable efforts to make such rights available to Service Provider; and provided, further, that Producer agrees to grant and/or to cause each Rice Entity to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Service Area Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Fresh Water System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Service Provider shall not unreasonably interfere with Producer’s or such Rice Entity’s lease operations or with the rights of owners in fee, and will be subject to Producer’s safety and other reasonable access requirements applicable to Producer’s personnel. Neither Producer nor such Rice Entity shall have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Service Provider is based upon, and such grants of easement or right of way will terminate if Producer or such Rice Entity, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Producer will assist Service Provider to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Producer agrees that Service Provider’s Measurement Facilities may be located on Producer’s Well Pad sites, Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Producer shall use reasonable efforts to involve Service Provider in Producer’s negotiations with the owners of lands covered by the Service Area Properties so that Producer’s surface use agreements and Service Provider’s rights of way with respect to such lands can be concurrently negotiated and obtained.

from other Persons necessary to drill and complete each Planned Well and construct the required extensions of the Fresh Water System to each Well Pad, the Parties agree to work together in good faith to obtain such Governmental Approvals, authorizations, consents and rights of way as expeditiously as reasonably practicable, all as provided herein. The Parties further agree to cooperate with each other and to communicate regularly regarding their efforts to obtain such Governmental Approvals, authorizations, consents and rights of way.

ARTICLE 4

CERTAIN PROVISIONS REGARDING PRODUCED WATER SERVICES

Section 4.1 Access to Produced Water Receipt Points. Producer shall be responsible for ensuring that Service Provider and its subcontractors have safe road access to all Produced Water Receipt Points from public roadways suitable for travel by highway trucking equipment. As between Producer and Service Provider, Producer shall be responsible for all maintenance of and damage to (and all payments in respect thereof) all access roads from public roadways to the Produced Water Receipt Points.

Section 4.2 Dispatch Procedures.

(a) Service Provider shall install, regularly inspect, maintain, and operate, at Service Provider’s cost, in Producer’s Produced Water tanks located at or in the vicinity of each Well Pad, water-level sensors connected to a remote monitoring system capable of making available to Service Provider on an hourly or more frequent basis data regarding the level of Produced Water in each such tank. Producer hereby grants Service Provider the right, and agrees to provide access for, Service Provider to install, regularly inspect, maintain and operate such sensors. Service Provider shall be responsible for the timely dispatch of trucks to all Wells at which such sensors and monitoring systems are installed and operating properly to collect Produced Water from the tanks at such Wells. In the event that Service Provider is notified or otherwise has knowledge of any outage of or malfunction in any such sensors at any such tanks or any outage of or malfunction in such monitoring system, Service Provider shall use reasonable efforts to timely dispatch trucks to collect Produced Water based on historical flow rates or on information provided by Producer but shall not otherwise be liable for any failure to timely dispatch trucks to any affected tank during any period of any such outage or malfunction.

Section 4.3 Designated Receiving Facilities.

(a) Service Provider shall treat, recycle, release, sell for re-use, or otherwise dispose of, or shall cause an Affiliate or subcontractor of Service Provider to treat, recycle, release, sell for re-use, or otherwise dispose of, all Produced Water collected by Service Producer at the Produced Water Receipt Points in the Service Area through facilities, including Service Provider’s or its Affiliates’ own facilities, that have been designated by Service Provider and approved by Producer (each such facility, a “Designated Receiving Facility”). If Producer approves a facility as a Designated Receiving Facility, it shall have the right, at any time upon notice to Service Provider, to withdraw such approval, and such facility shall cease to be a Designated Receiving Facility effective upon the 60^th Day after such notice; provided, however, that Producer shall reimburse Service Provider for all costs reasonably incurred by Service Provider in order to utilize such facility as a Designated Receiving Facility and shall indemnify Service Provider and its Affiliates for any contractual liability incurred by Service Provider to a third party as a result of its not being able to utilize such facility as a Designated Receiving Facility.

(b) Producer shall have the right, at its sole cost and expense, to visit and observe operations at each Designated Receiving Facility operated by Service Provider, in each case during normal business hours, on reasonable notice, and subject to such reasonable safety procedures as shall be reasonably required by Service Provider. Such visits and observations shall be carried out in a manner that does not unreasonably interfere with operations at such Designated Receiving Facility. Service Provider shall use reasonable efforts to afford Producer the opportunity to visit and observe operations at each Designated Receiving Facility operated by a Service Provider subcontractor and shall at the request of Producer perform such visits and observations and use reasonable efforts to include a representative of Producer among its representatives on any such visit.

Section 4.4 Non-Conforming Produced Water. If the Produced Water quality at any Produced Water Receipt Point does not conform to the Produced Water Quality Standards, then Service Provider will have the right to immediately discontinue taking Produced Water at such Produced Water Receipt Point so long as the Produced Water at such Produced Water Receipt Point continues to be non-conforming. In the event that Service Provider takes receipt of non-conforming Produced Water at any Produced Water Receipt Point, Producer agrees to be responsible for, and to defend, indemnify, release, and hold Service Provider and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees harmless from and against, all claims and losses of whatever kind and nature resulting from such non-conforming Produced Water, including claims and losses resulting from any negligent acts or omissions of any indemnified party, but excluding claims and losses to the extent caused by or arising out of the gross negligence or willful misconduct of the indemnified party. “Produced Water Quality Standards” means, with respect to any Produced Water, that such Produced Water is free from any contamination or any substances that would result in such Produced Water not meeting any requirements imposed by Applicable Law for transportation by truck or any quality standards of a Designated Receiving Facility.

Section 4.5 Transportation Services Equipment. Service Provider shall provide, or cause to be provided, all equipment necessary to perform the Transportation Services. The equipment shall (a) be suitable for the performance of the Transportation Services, (b) comply with the specifications for equipment used for services equivalent to the Transportation Services as required by Applicable Law, including the regulations of the USDOT, and (c) be maintained in a good, safe, and serviceable condition. Service Provider shall only use subcontractors to perform the Transportation Services that maintain a USDOT safety rating of “Satisfactory”.

Section 4.6 Contract Carrier Status. Producer and Service Provider intend to rely on their respective rights and remedies under this Agreement and, if it would otherwise be applicable, expressly waive any and all rights and remedies under Part B, Subtitle IV of Title 49 of the United States Code that may be waived as provided in 49 USC § 14101(b)(1). Producer and Service Provider intend that the contractual arrangement documented by this Agreement be that of a contract motor carrier and for the terms and conditions of this Agreement to take precedence over any terms and conditions which might apply to a shipper and common carrier. Any use of form bills of lading, or other freight documents referring to “common carriers” and/or “tariffs”, shall not alter the contract relationship created hereunder between the Parties.

ARTICLE 5

TERM

Section 5.1 Term. This Agreement, unless terminated earlier by mutual agreement of the Parties, shall continue in effect until December 22, 2029, and from Month to Month thereafter (with the initial term of this Agreement deemed extended for each of any such additional Month) until such time as this Agreement is terminated, by notice from either Party to the other Party, effective on the last day of the Month specified in such notice, which notice shall be given not less than 30 days before the effective date of such termination.

ARTICLE 6

FEES AND CONSIDERATION

Section 6.1 Fees.

(a) Subject to the other provisions of this Agreement, Producer shall pay Service Provider each Month in accordance with the terms of this Agreement, for all Services provided by Service Provider during such Month, an amount equal to the sum of the following:

(i) the aggregate volume of Fresh Water stated in Gallons delivered by Service Provider to the Frac Water Delivery Points, as measured at the Fresh Water Measurement Points, during such Month multiplied by the tiered fee set forth below (as may be otherwise agreed in accordance with Section 3.6(a) or increased or decreased in accordance with Section 6.1(c), the “Delivery Fee”):


For volumes up to and including the first 8,250,000 Gallons per Well	$	0.07 per Gallon
For Volumes above 8,250,000 Gallons up to and including 13,250,000 Gallons per Well	$	0.03 per Gallon
For volumes above 13,250,000 Gallons per Well	$	0.01 per Gallon

Volumes of supplemental Fresh Water delivered by Producer to Service Provider at an Impoundment Facility or supplemental Fresh Water delivered by Producer to Service Provider at the Well Pad during such Month as contemplated in Section 3.4 shall not be subject to the Delivery Fee and shall not be included in the volumes of Fresh Water delivered to a Frac Water Delivery Point and used in hydraulic fracturing operations for purposes of determining the appropriate Delivery Fee tier.

(ii) an amount equal to $0.01 per Gallon of supplemental Fresh Water delivered by Producer to Service Provider at an Impoundment Facility or Service Provider’s facilities at the applicable Well Pad during such Month as contemplated in Section 3.4 (the “Supplemental Water Fee”); and

(iii) an amount equal to the sum of (A) all third party out-of-pocket costs actually incurred by Service Provider in performing the Produced Water Services (“Reimbursable Produced Water Services Costs”), plus (B) 2% of the amount of such costs.

(b) If the Minimum Aggregate Fresh Water Volume for any calendar quarter exceeds the actual aggregate volume of Fresh Water measured at the Fresh Water Measurement Points during such calendar quarter (such excess, the “Aggregate Shortfall Volume”), then (1) the Aggregate Shortfall Volume for such calendar quarter shall be allocated to each Well having a Well Shortfall Volume for such calendar quarter pro rata based on the volumes of Fresh Water measured at the applicable Fresh Water Measurement Point and Produced Water measured at the applicable Produced Water Delivery Point and, in each case, delivered to each such Well as Frac Water and (2) the aggregate Delivery Fee payable for such calendar quarter shall be recalculated, treating the Aggregate Shortfall Volume as allocated to each such Well for purposes of such recalculation as Fresh Water subject to the Delivery Fee. For an example calculation, see Exhibit E. The excess of the amount of the Delivery Fee for such calendar quarter as so recalculated over the amount of the Delivery Fee otherwise payable for such calendar quarter shall be included in Service Provider’s invoice for the last Month of such calendar quarter and shall be paid by Producer to Service Provider. The following terms used in this Section 6.1(b) have the following meanings:

(i) “Minimum Aggregate Fresh Water Volume” for any calendar quarter means 70% of the sum of (i) the aggregate volumes of Fresh Water measured at the Fresh Water Measurement Points during such calendar quarter plus (ii) the aggregate volumes of Produced Water measured at the Produced Water Measurement Points during such calendar quarter.

(ii) “Minimum Fresh Water Volume” means, with respect to any Well and any calendar quarter, 70% of the sum of (i) the volumes of Fresh Water measured at the applicable Fresh Water Measurement Point during such calendar quarter and delivered as Frac Water to such Well plus (ii) the aggregate volumes of Produced Water measured at the applicable Produced Water Measurement Point and delivered as Frac Water to such Well during such calendar quarter.

(iii) “Well Shortfall Volume” means with respect to any calendar quarter the excess of the Minimum Fresh Water Volume for such Well over the actual volume of Fresh Water measured at the applicable Fresh Water Measurement Point and delivered as Frac Water to such Well.

in the Contract Year beginning in 2016, and shall reflect the percentage change in the CPI as it existed for June of the preceding Contract Year from the CPI for the second immediately preceding June; provided, however, that the Delivery Fee and the Supplemental Water Fee shall never be less than the initial fees stated in Section 6.1(a) and such fees shall not be increased by more than 4% in any given Contract Year.

(d) Service Provider shall have the right to pass through to Producer and its other customers, on a pro rata basis based on aggregate Monthly Fresh Water deliveries through the relevant facilities, any heating costs incurred by Service Provider to prevent pipeline freezing.

ARTICLE 7

CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES

Section 7.1 Operational Control of Service Provider’s Facilities. Subject to the terms and conditions of this Agreement, Service Provider shall design, construct, own, operate, and maintain the Water Facilities at its sole cost and risk. Service Provider shall be entitled to full and complete operational control of its facilities and shall be entitled to operate and reconfigure its facilities in a manner consistent with its obligations under this Agreement.

Section 7.2 Maintenance. Service Provider shall be entitled, without liability, to interrupt its performance hereunder to perform necessary or desirable inspections, maintenance, testing, alterations, modifications, expansions, connections, repairs or replacements to its facilities as Service Provider deems necessary (“Maintenance”), with reasonable notice provided to Producer, except in cases of emergency where such notice is impracticable or in cases where the operations of Producer will not be affected. Before the beginning of each calendar year, Service Provider shall provide Producer in writing with a projected schedule of the Maintenance to be performed during the year and the anticipated date of such Maintenance. On or before the 10^th Day before the end of each Month, Service Provider shall provide Producer with its projected maintenance schedule for the following Month.

Section 7.3 Third Party Services; Capacity Allocations on the Fresh Water Facilities.

(a) Subject to this Section 7.3 and the other provisions of this Agreement, Service Provider has the right to contract with other Persons to provide services utilizing the Fresh Water Facilities on an Interruptible Service basis.

(b) To the extent that the Firm Service volumes of Fresh Water that Service Provider has agreed to make available on a particular System Segment, including the volumes that Service Provider is obligated to make available at the Frac Water Delivery Points on such System Segment pursuant to Section 3.1, for any reason (including Maintenance, Force Majeure, or any foreseen or unforeseen reduction in capacity) exceed the capacity of such System Segment to make Fresh Water available or the availability of Fresh Water at the Take Points, then Service Provider shall first completely curtail all Interruptible Service volumes on such System Segment for Producer and other 3^rd party producer volumes at Service Provider’s discretion and second, if required, interrupt or curtail Firm Service volumes of Fresh Water on such System Segment made available to all Firm Service customers of Service Provider pro rata.

(c) Except as otherwise provided in this Section 7.3, Service Provider shall be free to use any Fresh Water present or available in the Fresh Water Facilities to satisfy its obligations to Producer and any third party and shall not be obligated to ensure that Fresh Water taken from any Take Point is utilized only to perform Services for Producer; provided, however, that Service Provider shall comply with any restrictions on the use of any Fresh Water taken from any of Producer’s Take Point and made available to any third party, and ensure that such third party also so complies, to the extent that Producer has informed Service Provider of such restrictions.

Section 7.4 Water Treatment Asset. If, to the extent permitted in accordance with Section 5.9 of the Purchase and Sale Agreement dated as of November 4, 2015 (the “PSA”), between Rice Energy and the Partnership, Producer or any of its Affiliates controlled by Rice Energy constructs or acquires and retains ownership of a Water Treatment Asset (as defined in the PSA), the Parties agree to negotiate in good faith and use reasonable efforts to agree on modifications to the applicable portions of this Agreement relating to Produced Water treated at such Water Treatment Asset and then utilized by Producer as Frac Water.

ARTICLE 8

DELIVERY RATES

Section 8.1 Delivery Rates. The Fresh Water System, including the Impoundment Facilities, will be designed to permit Fresh Water to be made available at the points on interconnection with the High-Rate Transfer Facilities at a minimum flow rate of 60 Barrels per minute, assuming that Fresh Water will be made available for hydraulic fracturing operations on only one Well per trunkline at any given time (the “Minimum Flow Rate”).

Section 8.2 Producer Facilities. Producer, at its own expense, directly or through subcontractors, shall construct, equip, maintain, and operate all facilities necessary to receive Frac Water at the Frac Water Delivery Points at the required rates of flow.

ARTICLE 9

NOMINATION

Section 9.1 Fresh Water Delivery Nominations. Producer shall regularly communicate to Service Provider the dates on which Producer plans to carry out hydraulic fracturing operations on each Well Pad and shall by notice to Service Provider not less than five Business Days in advance specify the dates on which Service Provider is to commence deliveries of Fresh Water at the Frac Water Delivery Points at such Well Pad.

Section 9.2 Changes in Fresh Water Delivery Rates. If Producer desires that Service Provider make Frac Water available on any Day at the Frac Water Delivery Point on any Well Pad at flow rates greater than or less than the Frac Water delivery rate specified for such Well Pad in the Connection Notice for such Well Pad, Producer may, on not less than 5 Business Days’ notice to Service Provider, increase or decrease the Frac Water delivery rate for such Well Pad.

ARTICLE 10

MEASUREMENT EQUIPMENT AND PROCEDURES

Section 10.1 Equipment. Service Provider shall install, own, operate, and maintain Measurement Facilities to measure the volumes of Fresh Water made available on each Day at each Fresh Water Measurement Point and the volumes of Produced Water delivered by truck on each Day at each Produced Water Measurement Point for mixing with Fresh Water in the High-Rate Transfer Facilities. Producer shall have the right to install check Measurement Facilities at each Measurement Point. The changing and integration of the charts (if utilized for measurement purposes hereunder) and calibrating and adjusting of Service Provider’s Measurement Facilities at each Measurement Point shall be performed by Service Provider.

Section 10.2 Notice of Measurement Facilities Inspection and Calibration. Each Party shall give reasonable notice to the other Party in order that the other Party may, at its option, have representatives present to observe any reading, inspecting, testing, calibrating or adjusting of Measurement Facilities or other facilities or equipment used in measuring or checking the measurement of volumes of Fresh Water or Produced Water under this Agreement (including Producer’s or its hydraulic fracturing contractor’s equipment collecting data regarding Fresh Water volumes delivered hereunder). The official electronic data from such Measurement Facilities or other facilities or equipment shall remain the property of the owner thereof, but copies of such records shall, upon request, be submitted, together with calculations and flow computer configurations therefrom, to the requesting Party for inspection and verification.

Section 10.3 Measurement Accuracy Verification.

(a) Each Party shall verify the accuracy of all Measurement Facilities or other equipment or facilities used in measuring or checking the measurement of volumes of Fresh Water or Produced Water under this Agreement owned by such Party no less frequently than twice per year, unless a special test is requested pursuant to Section 10.4.

(b) If, during any test of such Measuring Facilities, an adjustment or calibration error is found which results in an incremental adjustment to the calculated flow rate through each meter run in excess of two percent (2%) of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator), then any previous recordings of such equipment shall be corrected to zero error for any period during which the error existed (and which is either known definitely or agreed to by the Parties) and the total flow for the period redetermined in accordance with the provisions of Section 10.5. If the period of error condition cannot be determined or agreed upon between the Parties, such correction shall be made over a period extending over the last one half of the time elapsed since the date of the prior test revealing the two percent (2%) error.

(c) If, during any test of any Measurement Facilities, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate which does not exceed two percent (2%) of the adjusted flow rate, all prior recordings and electronic flow computer data shall be considered to be accurate for volume determination purpose.

Section 10.4 Special Tests. In the event a Party desires a special test (a test not scheduled by a Party under the provisions of Section 10.3) of any Measurement Facilities used in measuring or checking the measurement of volumes of Fresh Water or Produced Water under this Agreement, seventy-two (72) hours advance notice shall be given to the other Party and both Parties shall cooperate to secure a prompt test of the accuracy of such equipment. If the Measurement Facilities tested are found to be within the range of accuracy set forth in Section 10.3(b), then the Party that requested the test shall pay the costs of such special test including any labor and transportation costs pertaining thereto. If the Measurement Facilities tested are found to be outside the range of accuracy set forth in Section 10.3(b), then the Party that owns such Measurement Facilities shall pay such costs and perform the corrections according to Section 10.5.

Section 10.5 Metered Flow Rates in Error. If, for any reason, any Measurement Facilities used in measuring or checking the measurement of volumes of Fresh Water or Produced Water under this Agreement are (i) out of adjustment, (ii) out of service, or (iii) out of repair and the total calculated flow rate through each meter run is found to be in error in excess of two percent (2%) of the adjusted flow rate as described in Section 10.3, the total volumes of Fresh Water or Produced Water, as applicable, made available shall be determined in accordance with the first of the following methods which is feasible:

(a) By using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as provided for in Section 10.3);

(b) Where multiple meter runs exist in series, by calculation using the registration of such meter run equipment; provided that they are measuring Fresh Water or Produced Water, as applicable, in common with the faulty metering equipment, are not controlled by separate regulators, and are accurately registering;

(c) By correcting the error by re-reading of the official data, or by straightforward application of a correcting factor to the volumes recorded for the period (if the net percentage of error is ascertainable by calibration, tests or mathematical calculation); or

(d) By estimating the volumes, based upon volumes made available during periods of similar conditions when the meter was registering accurately.

Section 10.6 Record Retention. The Party owning the Measurement Facilities shall retain and preserve all test data, flow metering data, and similar records for any calendar year for a period of at least twenty-four (24) Months following the end of such calendar year unless Applicable Law requires a longer time period or the Party has received written notification of a dispute involving such records, in which case records shall be retained until the related issue is resolved.

ARTICLE 11

NOTICES

Section 11.1 Notices. Unless otherwise provided herein, any notice, request, invoice, statement, or demand which either Party desires to serve upon the other regarding this Agreement shall be made in writing and shall be considered as delivered (i) when hand delivered, or (ii) when delivery is confirmed by pre-paid delivery service (such as FedEx, UPS, DHL or a similar delivery service), or (iii) if mailed by United States certified mail, postage prepaid, three (3) Business Days after mailing, or (iv) if sent by facsimile transmission, when receipt is confirmed by the equipment of the transmitting Party, or (v) when sent via email; provided, if sent by email after normal business hours or if receipt of a facsimile transmission is confirmed after normal business hours, receipt shall be deemed to be the next Business Day. Notwithstanding the foregoing, if a Party desires to serve upon the other a notice of default under this Agreement, or if Producer desires to serve upon Service Provider a Connection Notice, the delivery of such notice shall be considered effective under this Section 11.1 only if delivered by any method set forth in items (i) through (iv) above. Any notice shall be given to the other Party at the following address, or to such other address as either Party shall designate by written notice to the other:


Producer:		RICE DRILLING B LLC
		400 Woodcliff Drive
		Canonsburg, PA 15317

		Attn: Jide Famuagun
		Phone: 724-825-2600
		Email: [email protected]

With copy to:		For gas control, nominations & balancing:
		Attn: Greg Nichols
		Phone: 724-531-4920
		Email: [email protected]

		For accounting, financial, and legal:

		Attn: Kate Romano
		Phone: 724-338-2129
		Email: [email protected]

		All notices related to non-routine business matters, including all notices related to legal claims and other legal proceedings, shall also be sent to the following:

		Attn: Will Jordan
		Phone: 832-708-3432
		Email: [email protected]

Service Provider:		RICE WATER SERVICES (PA) LLC
		400 Woodcliff Drive
		Canonsburg, PA 15317

		Attn: Mark Griffin
		Phone: 412-616-8871
		Email: [email protected]


With copy to:		For gas control, nominations & balancing:

		Attn: Greg Nichols
		Phone: 724-531-4920
		Email: [email protected]

		For accounting, financial, and legal:

		Attn: Kate Romano
		Phone: 724-338-2129
		Email: [email protected]

		All notices related to non-routine business matters, including all notices related to legal claims and other legal proceedings, shall also be sent to the following:

		Attn: Will Jordan
		Phone: 832-708-3432
		Email: [email protected]

ARTICLE 12

PAYMENTS

Section 12.1 Invoices. Not later than the tenth (10th) Day following the end of each Month, Service Provider shall provide Producer with a detailed statement setting forth the volumes of Fresh Water made available during such Month at the Frac Water Delivery Points and the Delivery Fee with respect to such Month, the volumes of supplemental Fresh Water delivered to the Impoundment Facilities by Producer as contemplated by Section 3.4 and the aggregate Supplemental Water Fee, the Reimbursable Produced Water Services Costs, and the net amount due to Service Provider, together with measurement summaries and all relevant supporting documentation, to the extent available on such tenth (10^th) Day (with Service Provider being obligated to deliver any such supporting documentation that is not available on such tenth (10^th) Day as soon as it becomes available). Producer shall make payment to Service Provider by the last Business Day of the Month in which such invoice is received. Such payment shall be made by wire transfer pursuant to wire transfer instructions delivered by Service Provider to Producer in writing from time to time. If any overcharge or undercharge in any form whatsoever shall at any time be found and the invoice therefor has been paid, Service Provider shall refund any amount of overcharge, and Producer shall pay any amount of undercharge, within thirty (30) Days after final determination thereof, provided, however, that no retroactive adjustment will be made beyond a period of twenty-four (24) Months from the date of a statement hereunder.

Section 12.2 Right to Suspend on Failure to Pay. If any undisputed amount due hereunder remains unpaid for sixty (60) Days after the due date, Service Provider shall have the right to suspend or discontinue Services hereunder until any such past due amount is paid.

Section 12.3 Audit Rights. Either Party, on not less than thirty (30) Days prior written notice to the other Party, shall have the right at its expense, at reasonable times during normal business hours, but in no event more than twice in any period of twelve (12) consecutive Months, to audit the books and records of the other Party to the extent necessary to verify the accuracy of any statement, allocation, measurement, computation, charge, payment made under, or obligation or right pursuant to this Agreement. The scope of any audit shall be limited to transactions affecting Fresh Water volumes hereunder and shall be limited to the twenty-four (24) Month period immediately prior to the Month in which the notice requesting an audit was given. All statements, allocations, measurements, computations, charges, or payments made in any period prior to the twenty-four (24) Month period immediately prior to the Month in which the audit is requested shall be conclusively deemed true and correct and shall be final for all purposes.

Section 12.4 Payment Disputes. In the event of any dispute with respect to any payment hereunder, Producer shall make timely payment of all undisputed amounts, and Service Provider and Producer will use good faith efforts to resolve the disputed amounts within sixty (60) Days following the original due date. Any amounts subsequently resolved shall be due and payable within ten (10) Days of such resolution.

Section 12.5 Interest on Late Payments. In the event that Producer shall fail to make timely payment of any sums, except those contested in good faith or those in a good faith dispute, when due under this Agreement, interest will accrue at an annual rate equal to ten percent (10%) from the date payment is due until the date payment is made.

Section 12.6 Excused Performance. Service Provider will not be required to perform or continue to perform Services, and Producer shall not be obligated to obtain Fresh Water under this Agreement, in the event:

(a) the other Party has voluntarily filed for bankruptcy protection under any chapter of the United States Bankruptcy Code;

(b) the other Party is the subject of an involuntary petition of bankruptcy under any chapter of the United States Bankruptcy Code, and such involuntary petition has not been settled or otherwise dismissed within ninety (90) Days of such filing; or

(c) the other Party otherwise becomes insolvent, whether by an inability to meet its debts as they come due in the ordinary course of business or because its liabilities exceed its assets on a balance sheet test; and/or however such insolvency may otherwise be evidenced.

ARTICLE 13

FORCE MAJEURE

Section 13.1 Suspension of Obligations. In the event a Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to make payments then or thereafter due hereunder, and such Party promptly gives notice and reasonably full particulars of such Force Majeure in writing to the other Party promptly after the occurrence of the cause relied on, then the obligations of the Party giving such notice, so far as and to the extent that they are affected by such Force Majeure, shall be

suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as reasonably possible be remedied with all reasonable dispatch by the Party claiming Force Majeure.

Section 13.2 Definition of Force Majeure. The term “Force Majeure” as used in this Agreement shall mean any cause or causes not reasonably within the control of the Party claiming relief and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome, including acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terror, sabotage, wars, blockades, military action, insurrections, riots, epidemics, landslides, subsidence, lightning, earthquakes, fires, storms or storm warnings, crevasses, floods, washouts, civil disturbances, explosions, breakage or accident to wells, machinery, equipment or lines of pipe, the necessity for testing or making repairs or alterations to wells, machinery, equipment or lines of pipe, freezing of wells, equipment or lines of pipe, inability of any Party hereto to obtain, after the exercise of reasonable diligence, necessary materials, supplies, or Governmental Approvals, any action or restraint by any Governmental Authority (so long as the Party claiming relief has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such action or restraint, and as long as such action or restraint is not the result of a failure by the claiming Party to comply with any Applicable Law).

Section 13.3 Settlement of Strikes and Lockouts. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party affected thereby, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the sole discretion of the Party having the difficulty.

Section 13.4 Payments for Fresh Water Made Available. Notwithstanding the foregoing, it is specifically understood and agreed by the Parties that an event of Force Majeure will in no way affect or terminate Producer’s obligation to make payment for Services performed.

ARTICLE 14

INDEMNIFICATION

Section 14.1 Service Provider. Subject to the terms of this Agreement, including Section 17.8,

(a) Service Provider shall release, indemnify, defend, and hold harmless Producer and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Service Provider, but only to the extent that liability for such claims and losses is not otherwise allocated pursuant to the indemnification provisions of Section 4.3(a), Section 4.4, Section 14.1(b), Section 14.2(b), or Article 15, and (ii) subject to Section 3.4(b), any breach of this Agreement by Service Provider.

(b) Service Provider shall release, indemnify, defend, and hold harmless Producer and its joint interest owners and Producer’s contractors and subcontractors of any tier and its and their Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees (collectively, the “Producer Group”) from and against all claims and losses for bodily injury to or death of any individual in the Service Provider Group or damage to or loss of the property of any Person in the Service Provider Group in each case arising while such individual or property is on a Well Pad or any property of the Producer adjacent to a Well Pad in connection with the performance by Service Provider of the High-Rate Transfer Services or other services at such Well Pad, including in each case claims and losses resulting from any negligent acts or omissions of any indemnified party, but excluding in each case claims and losses to the extent caused by or arising out of the gross negligence or willful misconduct of the indemnified party.

Section 14.2 Producer. Subject to the terms of this Agreement, including Section 17.8,

(a) Producer shall release, indemnify, defend, and hold harmless Service Provider and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Producer, but only to the extent that liability for such claims and losses is not otherwise allocated pursuant to the indemnification provisions of Section 4.3(a), Section 4.4, Section 14.1(b), Section 14.2(b), or Article 15, and (ii) any breach of this Agreement by Producer.

(b) Producer shall release, indemnify, defend, and hold harmless Service Provider and its contractors and subcontractors of any tier and its and their Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees (collectively, the “Service Provider Group”) from and against all claims and losses for bodily injury to or death of any individual in the Producer Group or damage to or loss of the property of any Person in the Producer Group in each case arising while such individual or property is on a Well Pad or any property of the Producer adjacent to a Well Pad in connection with the operations of Producer at such Well Pad, including in each case claims and losses resulting from any negligent acts or omissions of any indemnified party, but excluding in each case claims and losses to the extent caused by or arising out of the gross negligence or willful misconduct of the indemnified party.

ARTICLE 15

CUSTODY AND TITLE

Section 15.1 Custody of Fresh Water. As among the Parties, Producer shall be in custody, control and possession of Fresh Water after such Fresh Water is made available as or as part of the Frac Water at the Frac Water Delivery Points and shall be in custody, control, and possession of Fresh Water that it delivers to the Impoundment Facilities as contemplated in Section 3.4 until such Fresh Water is delivered to the Impoundment Facilities. As among the Parties, Service Provider shall be in custody, control and possession of all Fresh Water in the Fresh Water Facilities at all other times. Subject to Section 4.4, Section 14.1(b), and Section 14.2(b), the Party having custody and control of Fresh Water under the terms of this Agreement shall be responsible for, and shall defend, indemnify, release and hold the other Party and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees harmless from and against, all claims and losses of whatever kind and nature for anything that

may happen or arise with respect to such Fresh Water when such Fresh Water is in its custody and control, including losses resulting from any negligent acts or omissions of any indemnified party, but excluding any losses to the extent caused by or arising out of the negligence, gross negligence, or willful misconduct of the indemnified party.

Section 15.2 Custody of Produced Water. As among the Parties, Producer shall be in custody, control and possession of Produced Water until such Produced Water is received by Service Provider or its subcontractors at the Produced Water Receipt Points and shall be in custody, control, and possession of Produced Water after such Produced Water is made available as part of the Frac Water at the Frac Water Delivery Points. As among the Parties, Service Provider shall be in custody, control and possession of all Produced Water from and after its receipt by Service Provider or its subcontractors at the Produced Water Receipt Points, except for Produced Water made available as part of the Frac Water at the Frac Water Delivery Points. Subject to Section 4.4, Section 14.1(b), and Section 14.2(b), the Party having custody and control of Produced Water under the terms of this Agreement shall be responsible for, and shall defend, indemnify, release and hold the other Party and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees harmless from and against, all claims and losses of whatever kind and nature for anything that may happen or arise with respect to such Produced Water when such Produced Water is in its custody and control, including claims and losses resulting from any negligent acts or omissions of any indemnified party, but excluding claims and losses to the extent caused by or arising out of the gross negligence or willful misconduct of the indemnified party.

Section 15.3 Title to Produced Water. Service Provider shall take title to all Produced Water received by Service Provider or its subcontractors at the Produced Water Receipt Points, other than Produced Water that is to be delivered to Producer’s Produced Water tanks at a Well Pad in accordance with Producer’s instructions, title to which shall be retained by Producer. Producer shall ensure that such Produced Water is free of all liens arising by, through, or under Producer, other than liens arising by operation of law.

ARTICLE 16

PAYMENTS FOR FRESH WATER; TAXES

Section 16.1 Payments for Fresh Water; Taxes. To the extent that any Person is entitled to any payment in respect of Fresh Water taken from any Take Point, including any taxes, Service Provider shall pay or cause to be paid and agrees to hold Producer harmless as to the payment of all such payments or taxes. Service Provider shall pay or cause to be paid all taxes, charges and assessments of every kind and character required by statute or by order of Governmental Authorities with respect to the Fresh Water Facilities. Neither Party shall be responsible nor liable for any taxes or other statutory charges levied or assessed against the facilities of the other Party, including ad valorem tax (however assessed), used for the purpose of carrying out the provisions of this Agreement or against the net worth or capital stock of such Party. Notwithstanding the foregoing, to the extent that such payments or taxes relate to Fresh Water that is made available to a third party pursuant to Section 7.3(c), Service Provider shall look only to such third party, and not to Producer, for payment or reimbursement of such payments and taxes to the extent relating to the Fresh Water made available to such third party, and shall use reasonable efforts to ensure that Fresh Water not subject to such payments and taxes is made available to Producer in preference to third parties.

ARTICLE 17

MISCELLANEOUS

Section 17.1 Rights. The failure of either Party to exercise any right granted hereunder shall not impair nor be deemed a waiver of that Party’s privilege of exercising that right at any subsequent time or times.

Section 17.2 Applicable Laws. This Agreement is subject to all valid present and future laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the services performed or the facilities utilized under this Agreement. To the extent that the performance of the Services by Service Provider shall at any point in time become prohibited or restricted by Applicable Laws or the provisions of any Governmental Approval, Service Provider shall be relieved from its obligations to perform such Services.

Section 17.3 Governing Law; Jurisdiction.

(a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.

(b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in the City and County of Washington, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts.

Section 17.4 Successors and Assigns.

(a) This Agreement shall extend to and inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

(b) To the extent any Affiliate of Producer acquires any Interests in the Service Area or any water facilities, Producer shall cause such Affiliate to comply with the obligations of Producer under Article 2 of this Agreement with respect to its Interests and to enter into an agreement with Service Provider substantially the same as this Agreement.

(c) Except as set forth in Section 17.4(d) and Section 17.4(e), neither Party shall have the right to assign its respective rights and obligations in whole or in part under this Agreement without the prior written consent of the other Party, and any assignment or attempted assignment made otherwise than in accordance with this Section 17.4 shall be null and void ab initio.

(d) Service Provider may perform all services under this Agreement itself using its own water facilities and/or perform any or all such services through third parties, in which case references herein to the relevant Water Facilities shall be deemed to be references to such facilities of the relevant third party.

(e) Notwithstanding the foregoing clause (d):

(i) Service Provider shall have the right to assign its rights under this Agreement, in whole or in part, as applicable, without the consent of Producer if such assignment is made to any Person to which the Water Facilities or any part thereof has been or will be transferred that assumes in writing all of Service Provider’s obligations hereunder (if applicable, to the extent that part of the Water Facilities being transferred to such Person) and is (A) an Affiliate of Service Provider or (B) a Person to which the Water Facilities has been or will be transferred who (1) hires (or retains, as applicable) operating personnel who are then operating the Water Facilities (or has similarly experienced operating personnel itself), (2) has operated for at least two (2) years prior to such assignment systems similar to the Water Facilities, or (3) contracts for the operation of the Water Facilities with another Person that satisfies either of the foregoing conditions (1) or (2) in this clause (B), provided in the case of an assignment pursuant to this clause (B), the assignee has creditworthiness as reasonably determined by Producer that is equal to the higher of Service Provider’s creditworthiness as of the Effective Date and Service Provider’s creditworthiness as of the date of the assignment.

(ii) Service Provider shall have the right to grant a security interest in this Agreement to a lender or other debt provider (or trustee or agent on behalf of such lender) of Service Provider.

(iii) Producer shall have the right to assign its rights under this Agreement, in whole or in part, as applicable, without the consent of Service Provider, to any Person to which it sells, assigns, or otherwise transfers all or any portion of the Service Area Properties and who (A) who assumes in writing all of Producer’s obligations hereunder (if applicable, to the extent of the Service Area Properties being transferred to such Person) and (B) whose creditworthiness is equal to or greater than the greater of Producer’s credit rating as of the Effective Date and Producer’s creditworthiness as of the date of the assignment.

(f) Upon an assignment by Service Provider in accordance with Section 17.4(e)(i)(B) Service Provider shall be released from its obligations under this Agreement to the extent of such assignment. Upon an assignment by Producer in accordance with Section 17.4(e)(iii), (i) Producer shall be released from its obligations under this Agreement to the extent of such assignment and (ii) except in the case of an assignment to an Affiliate, Guarantor’s obligations under the Guaranty will terminate as to such obligations to the extent of such assignment.

this Agreement in order to give effect, to the greatest extent legally possible, to the provision that is determined to be void or unenforceable and (iii) the other provisions of this Agreement in all other respects shall remain in full force and effect and binding and enforceable to the maximum extent permitted by Applicable Law; provided, however, that in the event that a material term under this Agreement is so modified, the Parties will, timely and in good faith, negotiate to revise and amend this Agreement in a manner which preserves, as closely as possible, each Party’s business and economic objectives as expressed by the Agreement prior to such modification.

Section 17.6 Confidentiality.

(a) Confidentiality. Except as otherwise provided in this Section 17.6, each Party agrees that it shall maintain all terms and conditions of this Agreement, and all information disclosed to it by the other Party or obtained by it in the performance of this Agreement and relating to the other Party’s business (including Development Plans, Fresh Water Facilities Plans, and all data relating to the production of Producer) (collectively, “Confidential Information”) in strictest confidence, and that it shall not cause or permit disclosure of this Agreement or its existence or any provisions contained herein without the express written consent of the other Party.

(b) Permitted Disclosures. Notwithstanding Section 17.6(a) disclosures of any Confidential Information may be made by either Party (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a Governmental Authority exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third person in connection with a proposed sale or other transfer of a Party’s interest in this Agreement, provided such third person agrees in writing to be bound by the terms of this Section 17.6; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to financial advisors, attorneys, and banks, provided that such Persons are subject to a confidentiality undertaking consistent with this Section 17.6(b), or (viii) except for information disclosed pursuant to Article 3 of this Agreement, to a royalty, overriding royalty, net profits or similar owner burdening production from the Service Area Properties, provided such royalty, overriding royalty, net profits or similar owner, agrees in writing to be bound by the terms of this Section 17.6.

(c) Notification. If either Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 17.6(b)(ii) or (iii), it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available.

(d) Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 17.6.

(e) Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein permitted under this Section 17.6, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be made by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement. Nothing contained in this Section 17.6 shall be construed to require either Party to obtain approval of the other Party to disclose information with respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent required by Applicable Law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, or any other regulated stock exchange.

(f) Survival. The provisions of this Section 17.6 shall survive any expiration or termination of this Agreement; provided that other than with respect to information disclosed pursuant to Article 3, as to which such provisions shall survive indefinitely, such provisions shall survive only a period of one (1) year.

Section 17.7 Entire Agreement, Amendments and Waiver. This Agreement, including all exhibits hereto, integrates the entire understanding between the Parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions, or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter. This Agreement amends and restates in its entirety and supersedes the Original Agreement. This Agreement may not be amended or modified in any manner except by a written document signed by the Parties that expressly amends this Agreement. No waiver by either Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless made in writing and signed by the Party to be charged with such waiver.

Section 17.8 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY OR OTHERWISE, INCLUDING LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, OR BUSINESS INTERRUPTIONS; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO ANY DAMAGE CLAIM ASSERTED BY OR AWARDED TO A THIRD PARTY FOR WHICH A PARTY WOULD OTHERWISE BE LIABLE UNDER ANY INDEMNIFICATION PROVISION SET FORTH HEREIN.

Section 17.9 Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

Section 17.10 Rights and Remedies. Except as otherwise provided in this Agreement, each Party reserves to itself all rights, counterclaims, other remedies and defenses that such Party is or may be entitled to arising from or out of this Agreement or as otherwise provided by Applicable Law.

Section 17.11 No Partnership. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust, fiduciary or partnership duty, obligation or liability on or with regard to either Party.

Section 17.12 Rules of Construction. In construing this Agreement, the following principles shall be followed:

(a) no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;

(b) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(c) the word “includes” and its syntactical variants mean “includes, but is not limited to,” “includes without limitation” and corresponding syntactical variant expressions;

(d) the plural shall be deemed to include the singular and vice versa, as applicable; and

(e) references to Section shall be references to Sections of this Agreement.

Section 17.13 No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and shall not inure to the benefit of any other Person whomsoever or whatsoever, it being the intention of the Parties that no third Person shall be deemed a third party beneficiary of this Agreement.

Section 17.14 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

Section 17.15 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.


RICE DRILLING B LLC

By:		/s/ Daniel J. Rice IV
		Daniel J. Rice IV Chief Executive Officer


RICE WATER SERVICES (PA) LLC

By:		/s/ Rob Wingo
		Rob Wingo
		Senior Vice President, Chief Operating Officer

Water Services Agreement

Signature Page

EXHIBIT A

FORM OF CONNECTION NOTICE

Rice Water Services (PA) LLC

400 Woodcliff Drive

Canonsburg, PA 15317

Re:

Amended and Restated Water Services Agreement dated December __, 2015, between Rice Drilling B LLC and Rice Water Services (PA) LLC (the “Water Services Agreement”)

Ladies and Gentlemen:

This is a Connection Notice for purposes of the Water Services Agreement. Capitalized terms used but not defined in this Connection Notice have the meanings given such terms in the Water Services Agreement.

Service Provider is hereby notified that Producer is planning to drill, complete, and hydraulically fracture the Planned Wells at the Well Pads by the Target Commencement Dates, in each case as set forth below and will require Frac Water to be delivered to the Frac Water Delivery Points at such Well Pads at the rates of flow stated below for the number of days after the Target Commencement Date as set forth below:


Planned Well	Well Pad	Target Commencement Date	Rates of Flow and Number of Days


Very truly yours,

RICE DRILLING B LLC

By:
Name:
Title:

Exhibit A – Page 1

EXHIBIT C

INITIAL REQUIRED CONNECTION WELLS

(as of 11/1/2015)


Pad Name	# of Wells on Pad		Target Commencement Date
Wiggin Out South		5		11/1/2015
Rumpelstiltskin South		4		12/30/2015
Iron Man North		4		5/2/2016
Fowler North		5		6/8/2016
Brova South		4		10/11/2016
Shotski South		4		5/30/2017

Exhibit C

EXHIBIT D

RICE GUARANTY

This Parent Guaranty (this “Agreement”) dated as of November 4, 2015 is made by Rice Energy Inc., a Delaware corporation (the “Guarantor”), in favor of each of Rice Water Services (OH) LLC, a Delaware limited liability company (“Rice OH”), and Rice Water Services (PA) LLC, a Delaware limited liability company (“Rice PA” and, together with Rice OH, each a “Beneficiary” and together the “Beneficiaries”), as set forth below. The Guarantor and the Beneficiaries are sometimes referred to together herein as the “Parties” and each individually as a “Party.”

INTRODUCTION

WHEREAS, this Agreement is being executed and delivered in connection with that certain (i) Amended & Restated Water Services Agreement, by and between Rice Drilling D LLC, a Delaware limited liability company (“Drilling D”), and Rice OH, dated as of November 4, 2015 (the “Rice OH Agreement”); and (ii) Amended & Restated Water Services Agreement, by and between Rice Drilling B LLC, a Delaware limited liability company (“Drilling B”), and Rice PA, dated as of November 4, 2015 (the “Rice PA Agreement” and, together with the Rice OH Agreement, the “Water Services Agreements” and each a “Water Services Agreement”);

WHEREAS, as of the date hereof, each of Drilling B and Drilling D is a subsidiary of the Guarantor, and the Guarantor acknowledges that (a) it will substantially benefit from the Water Services Agreements and (b) this Agreement is necessary or convenient to the conduct, promotion or attainment of the business of each of Drilling B and Drilling D;

WHEREAS, (i) to induce Rice OH to enter into the Rice OH Agreement, Rice OH desires that the Guarantor guarantee the performance of Drilling D under the Rice OH Agreement and (ii) to induce Rice PA to enter into the Rice PA Agreement, Rice PA desires that the Guarantor guarantee the performance of Drilling B under the Rice PA Agreement, each upon the terms and conditions set forth herein; and

WHEREAS, the Guarantor desires to guarantee the performance of (i) Drilling D under the Rice OH Agreement and (ii) Drilling B under the Rice PA Agreement, each upon the terms and conditions set forth herein.

AGREEMENT

For and in consideration of the premises and mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Guarantor hereby stipulates and agrees as follows:

1. The Guaranty.

(a) Subject to the last sentence of Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Rice OH the full and timely performance and discharge (including the payment of money) by Drilling D of all

Exhibit D – Page 1

obligations and liabilities of Drilling D now existing or hereafter arising under the Rice OH Agreement (the “Drilling D Guaranteed Obligations”) and hereby agrees that if Drilling D shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling D to or for the benefit of Rice OH or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the terms of the Rice OH Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice OH or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling D pursuant to the terms thereof.

(b) Subject to the last sentence of Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Rice PA the full and timely performance and discharge (including the payment of money) by Drilling B of all obligations and liabilities of Drilling B now existing or hereafter arising under the Rice PA Agreement (the “Drilling B Guaranteed Obligations” and, together with the Drilling D Guaranteed Obligations, the “Guaranteed Obligations”) and hereby agrees that if Drilling B shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling B to or for the benefit of Rice PA or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the terms of the Rice PA Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice PA or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling B pursuant to the terms thereof.

(c) Except to the extent otherwise expressly provided herein, each of the guarantees set forth in Sections (1)(a) and (1)(b) is an absolute, present and continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from Drilling B or Drilling D, as applicable, or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for any Beneficiary in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against Drilling B or Drilling D, as applicable, the Guarantor or any other person or entity liable with respect to any Guaranteed Obligations.

(d) Notwithstanding any provision of this Agreement to the contrary, as to any Guaranteed Obligation which the Guarantor is called upon to pay, perform, or discharge, Guarantor reserves to itself the right to assert any and all claims, counterclaims, defenses, setoffs and other rights to the same extent that Drilling D or Drilling B, as applicable, could assert any such claim, counterclaim, defense, setoff or other right against the applicable Beneficiary with respect to such Guaranteed Obligation, except for those arising out of any of the events described in Section 2(d) hereof.

2. Obligations Absolute. The obligations of the Guarantor with respect to each Beneficiary hereunder shall be absolute, continuing and unconditional and shall not be released, discharged or in any way affected by any of the following:

Exhibit D – Page 2

(a) any amendment to, modification of, or supplement to the applicable Water Services Agreement or any assignment or transfer of any rights or obligations thereunder;

(b) any extension of the time for the payment of all or any portion of any sums payable under the applicable Water Services Agreement or the extension of time for the performance of any obligations under, arising out of or in connection with the applicable Water Services Agreement;

(c) any failure, omission, delay or lack of diligence on the part of the applicable Beneficiary or any other person or entity to enforce, assert or exercise, or any waiver of, any right, privilege, power or remedy conferred on such Beneficiary or any other person or entity by the applicable Water Services Agreement, or any action on the part of such Beneficiary or such other person or entity granting indulgence or extension of any kind;

(d) any bankruptcy, insolvency, readjustment, composition, liquidation, dissolution or similar proceeding or any other defense that may arise in connection with any such proceeding with respect to Drilling B, Drilling D, the Guarantor or any other person or entity;

(e) any change in the corporate, limited liability company or partnership structure, existence or ownership of Drilling B (as applicable), Drilling D (as applicable), the Guarantor (as applicable), Rice OH (as applicable) or Rice PA (as applicable), or any sale, lease or transfer of any or all of the assets of Drilling B (as applicable), Drilling D (as applicable), the Guarantor (as applicable), Rice OH (as applicable) or Rice PA (as applicable) to any person or entity;

(f) any failure on the part of, as applicable, Drilling B or Drilling D for any reason to comply with or perform any of the terms of any other agreement with the Guarantor;

(g) any law, regulation or order hereafter in effect in any jurisdiction affecting any of the rights under or terms of the applicable Water Services Agreement; or

(h) any other circumstance that might otherwise constitute a legal or equitable discharge of the Guarantor.

3. Waiver. With respect to each Beneficiary, the Guarantor unconditionally waives, to the fullest extent permitted by law: (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon, of demand, and of any defaults by, as applicable, Drilling B or Drilling D in the payment or performance of the applicable Guaranteed Obligations, and of any of the matters referred to in Section 2; (b) all notices that may otherwise be required by statute, rule of law or otherwise to preserve any of the rights of such Beneficiary against the Guarantor, including presentment to or demand for payment from Drilling B (as applicable), Drilling D (as applicable) or the Guarantor, or notice to, as applicable, Drilling B or Drilling D of claims with a court in the event of the bankruptcy of, as applicable, Drilling B or Drilling D; (c) any right to the enforcement, assertion or exercise by such Beneficiary of any right, power or remedy conferred in this Agreement or the applicable Water Services Agreement; (d) any requirement of

Exhibit D – Page 3

diligence on the part of such Beneficiary; and (e) any other act or omission (including any delay by such Beneficiary or any other person or entity in the taking of any action) that might in any manner or to any extent vary the risk of the Guarantor or that might otherwise operate as a discharge of the Guarantor.

4. Reinstatement of Guaranty. This Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time any payment, in whole or in part, made by any of Drilling B, Drilling D or the Guarantor to any Beneficiary in respect of any Guaranteed Obligation is rescinded or must otherwise be restored or returned by such Beneficiary upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of such entity, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to any such entity or any substantial part of its property, or otherwise, all as though such payments had not been made and, to the extent permitted by applicable law, in such event, the Guarantor shall pay such Beneficiary an amount equal to the payment that has been rescinded or returned. No Beneficiary shall be required to litigate or otherwise dispute its obligation to make such repayments if it in good faith believes that such obligation exists.

5. Subrogation. The Guarantor hereby agrees not to assert or enforce any right of contribution, reimbursement, indemnity, subrogation or any other right to payment from Drilling B or Drilling D as a result of the Guarantor’s performance of its obligations pursuant to this Agreement or any other claim Guarantor may have against either Drilling B or Drilling D until all Guaranteed Obligations are performed or paid in full.

6. Representations. The Guarantor represents, as of the date hereof, as follows:

(a) the Guarantor has received, or will receive, direct or indirect benefit from the making of this Agreement and the Guaranteed Obligations;

(b) the Guarantor is familiar with, and has independently reviewed, the books and records regarding the financial condition of both Drilling B and Drilling D and is familiar with the value of any and all collateral intended to be created as security for the payment of the Guaranteed Obligations, but the Guarantor is not relying on such financial condition, the collateral or the agreement of any other party to become a surety as an inducement to enter into this Agreement;

(c) except to the extent contained in the Water Services Agreements, neither Beneficiary nor any other party has made any representation, warranty or statement to the Guarantor in order to induce the Guarantor to execute this Agreement;

(d) as of the date hereof, and after giving effect to this Agreement and the contingent obligation evidenced hereby, the Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities;

Exhibit D – Page 4

(e) neither execution and delivery of this Agreement nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene any provision of applicable law, statute, rule or regulation or any judgment, decree, franchise, order or permit applicable to the Guarantor or will conflict or be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the property or assets of the Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the Guarantor is a party or by which the Guarantor may be bound; and

(f) there are no unsatisfied judgments against the Guarantor and no actions, suits or proceedings pending or threatened against or affecting the Guarantor before any court or before any governmental or administrative body or agency that might result in any materially adverse change in the operations, business, property or assets or in the condition (financial or otherwise) of the Guarantor.

7. Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable overnight delivery service or other courier or by certified mail, postage prepaid, return receipt requested, and shall be deemed to have been duly given (a) as of the date of delivery if delivered personally or by overnight delivery service or other courier or (b) on the date receipt is acknowledged if delivered by certified mail, addressed as follows; provided that a notice of a change of address shall be effective only upon receipt thereof:

If to Rice OH, to:

Rice Water Services (OH), LLC

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

Attn: General Counsel

If to Rice PA, to:

Rice Water Services (PA), LLC

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

Attn: General Counsel

If to the Guarantor, to:

Rice Energy Inc.

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

Attn: General Counsel

8. Rules of Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of

Exhibit D – Page 5

the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law will be deemed to refer to such statute or law, as amended, and also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Any reference to a Party will also include such Party’s permitted successors and assigns. The words “including,” “includes,” and “include” will be deemed to be followed by the phrase “without limitation.” All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, will include all other genders; the singular will include the plural, and vice versa; and the term “shall” means “will,” and vice versa. The terms “herein,” “hereby,” “hereunder,” “hereof,” “hereinafter,” and other equivalent words refer to this Agreement in its entirety and not solely to the particular portion of the Agreement in which such word is used.

9. Severability. In the event of a direct conflict between the provisions of this Agreement and any mandatory provision of applicable laws, the applicable provision of applicable law will control. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected thereby and that provision will be enforced to the greatest extent permitted by applicable laws. The Parties agree to negotiate in good faith to replace any such invalid provision with a valid provision having similar effect.

10. Entire Agreement; Amendment. This Agreement is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter, whether verbal or written. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Guarantor, Rice OH or Rice PA from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Parties, in the case of an amendment, supplement or modification, and by the Party granting the waiver or consent in the case of a waiver or consent, and (ii) only in the specific instance and for the specific purpose for which made or given.

11. Term of Agreement. This Agreement and all guarantees, covenants and agreements of the Guarantor contained herein shall continue in full force and effect and shall not be discharged until all of the Guaranteed Obligations shall have terminated or expired, or shall be indefeasibly paid or otherwise performed and discharged in full.

12. Governing law; Jurisdiction.

(a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.

(b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between the Parties arising out of this Agreement or the transactions

Exhibit D – Page 6

contemplated hereby shall be in any state or federal court in the City and County of Washington, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts.

13. Attorneys’ Fees. In the event of any litigation or other proceedings to enforce this Agreement, the prevailing Party shall be entitled to recover all reasonable attorneys’ fees and expenses incurred in connection therewith.

14. Counterparts. This Agreement may be executed in multiple counterparts, each of which, when executed, will be deemed an original, and all of which will constitute but one and the same instrument.

15. Headings. The headings herein are included for convenience of reference only and shall be ignored in the construction and interpretation of this Agreement.

[signature page follows]

Exhibit D – Page 7

IN WITNESS WHEREOF, the Guarantor has executed this Agreement as of the date first set forth above.


GUARANTOR:

RICE ENERGY INC.

By:
		Name:
		Title:


AGREED TO AND ACKNOWLEDGED BY:

RICE WATER SERVICES (OH) LLC

By:
		Name:
		Title:

RICE WATER SERVICES (PA) LLC

By:
		Name:
		Title:

Exhibit D – Page 8

EXHIBIT E

EXAMPLE CALCULATION

ECONOMIC MECHANISM FOR EXCESSIVE PRODUCED

WATER

Produced Water Threshold 30.0%


														Pennsylvania
	Volume Water (MM Gallons)									Fresh Water				Tier 1						Tier 2						Tier 3
	Fresh		Produced		Total		% Fresh			Allocation		Volume, MM		Fee/gal		$ Fee		Volume, MM		Fee/gal		$ Fee		Volume, MM		Fee/gal		$ Fee		Total Fee
PA Wells													8.25	$	0.07				5.00	$	0.03					$	0.01
Example Well 1		9.3		2.7		12.0		77.8	%		—		—				—		—				—		—				—		—
Example Well 2		8.0		2.7		10.6		75.0	%		—		—				—		—				—		—				—		—
Example Well 3		10.6		1.3		12.0		88.9	%		—		—				—		—				—		—				—		—
Example Well 4		6.7		1.3		8.0		83.3	%		—		—				—		—				—		—				—		—
Example Well 5		7.0		6.7		13.7		51.3	%		0.97		0.97				67,919		—				—		—				—		67,919
Example Well 6		6.0		5.3		11.3		53.0	%		0.80		0.80				56,325		—				—		—				—		56,325
Example Well 7		6.7		5.3		12.0		55.6	%		0.85		0.85				59,583		—				—		—				—		59,583
Example Well 8		9.3		5.3		14.6		63.6	%		1.04		—				—		1.04				31,210		—				—		31,210
Example Well 9		10.6		6.7		17.3		61.5	%		1.23		—				—		1.23				36,885		—				—		36,885
Example Well 10		13.0		9.0		22.0		59.1	%		1.56		—				—		0.25				7,500		1.31				13,132		20,632
Example Well 11		18.0		11.0		29.0		62.1	%		2.06		—				—		—				—		2.06				20,606		20,606
Total		105.2		57.3		162.5		64.8	%		8.52		2.63			$	183,827		2.52			$	75,595		3.37			$	33,739	$	293,161
Minimum Aggregate Fresh Water Volume (MM Gallons)		113.7
Freshwater Allocation		8.52		<—— allocated to wells with more than 30% produced water

Tiered Water Fee Structure


	Pennsylvania
Freshwater, MM gal
Tier 1		8.25
Tier 2		5.00
$/Gallon
Tier 1	$	0.07
Tier 2	$	0.03
Tier 3	$	0.01

SINGLE WELL EXAMPLE
Lateral, Ft		7,000
gal/ft		1,970
Total		13.79
% Produced		20	%
Tier 1
Fresh		8.25
Produced		2.06
Total		10.31
Tier 2
Fresh		5.00
Produced		1.25
Total		6.25
Freshwater, MM gal
Tier 1		8.25		59.8	%
Tier 2		2.78		20.2	%
Tier 3		—		—
Produced Water, MM gal
Tier 1		2.06
Tier 2		0.70
Tier 3		—
Total		13.79
Water Revenue
Tier 1	$	578		87.4	%
Tier 2	$	83		12.6	%
Tier 3		—		—
Total	$	661

Exhibit E

Exhibit 10.2

Execution Version

AMENDED AND RESTATED WATER SERVICES AGREEMENT

BY AND BETWEEN

RICE DRILLING D LLC

AND

RICE WATER SERVICES (OH) LLC

DATED AS OF

November 4, 2015

TABLE OF CONTENTS


ARTICLE 1		DEFINITIONS	2

ARTICLE 2		PRODUCER COMMITMENTS	8
	Section 2.1	Producer Commitments	8
	Section 2.2	Producer Take Points	8
	Section 2.3	Covenant Running with the Land	8

ARTICLE 3		SERVICES; WATER FACILITIES EXPANSION AND CONNECTION OF DELIVERY POINTS	8
	Section 3.1	Service Provider Service Commitment	8
	Section 3.2	Priority of Fresh Water Services	9
	Section 3.3	Rights to Take Fresh Water at the Take Points	9
	Section 3.4	Right of Producer to Supplement Fresh Water Supplies	10
	Section 3.5	Development Plan; Fresh Water Facilities Plan; Exchange and Review of Information	10
	Section 3.6	Expansion of Fresh Water System; Connection of Well Pads	11
	Section 3.7	Installation and Operation of High-Rate Transfer Facilities	14
	Section 3.8	Right of Way and Access	15
	Section 3.9	Cooperation	16

ARTICLE 4		CERTAIN PROVISIONS REGARDING PRODUCED WATER SERVICES	16
	Section 4.1	Access to Produced Water Receipt Points	16
	Section 4.2	Dispatch Procedures	16
	Section 4.3	Designated Receiving Facilities	16
	Section 4.4	Non-Conforming Produced Water	17
	Section 4.5	Transportation Services Equipment	17
	Section 4.6	Contract Carrier Status	18

ARTICLE 5		TERM	18
	Section 5.1	Term	18

ARTICLE 6		FEES AND CONSIDERATION	18
	Section 6.1	Fees	18

ARTICLE 7		CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES	20
	Section 7.1	Operational Control of Service Provider’s Facilities	20
	Section 7.2	Maintenance	20
	Section 7.3	Third Party Services; Capacity Allocations on the Fresh Water Facilities	20
	Section 7.4	Water Treatment Asset	21

ARTICLE 8		DELIVERY RATES	21
	Section 8.1	Delivery Rates	21
	Section 8.2	Producer Facilities	21


ARTICLE 9		NOMINATION	21
	Section 9.1	Fresh Water Delivery Nominations	21
	Section 9.2	Changes in Fresh Water Delivery Rates	21

ARTICLE 10		MEASUREMENT EQUIPMENT AND PROCEDURES	22
	Section 10.1	Equipment	22
	Section 10.2	Notice of Measurement Facilities Inspection and Calibration	22
	Section 10.3	Measurement Accuracy Verification	22
	Section 10.4	Special Tests	23
	Section 10.5	Metered Flow Rates in Error	23
	Section 10.6	Record Retention	23

ARTICLE 11		NOTICES	24
	Section 11.1	Notices	24

ARTICLE 12		PAYMENTS	25
	Section 12.1	Invoices	25
	Section 12.2	Right to Suspend on Failure to Pay	26
	Section 12.3	Audit Rights	26
	Section 12.4	Payment Disputes	26
	Section 12.5	Interest on Late Payments	26
	Section 12.6	Excused Performance	26

ARTICLE 13		FORCE MAJEURE	27
	Section 13.1	Suspension of Obligations	27
	Section 13.2	Definition of Force Majeure	27
	Section 13.3	Settlement of Strikes and Lockouts	27
	Section 13.4	Payments for Fresh Water Made Available	27

ARTICLE 14		INDEMNIFICATION	28
	Section 14.1	Service Provider	28
	Section 14.2	Producer	28

ARTICLE 15		CUSTODY AND TITLE	29
	Section 15.1	Custody of Fresh Water	29
	Section 15.2	Custody of Produced Water	29
	Section 15.3	Title to Produced Water	29

ARTICLE 16		PAYMENTS FOR FRESH WATER; TAXES	30
	Section 16.1	Payments for Fresh Water; Taxes	30

ARTICLE 17		MISCELLANEOUS	30
	Section 17.1	Rights	30
	Section 17.2	Applicable Laws	30
	Section 17.3	Governing Law; Jurisdiction	30
	Section 17.4	Successors and Assigns	31
	Section 17.5	Severability	32
	Section 17.6	Confidentiality	32


Section 17.7	Entire Agreement, Amendments and Waiver	33
Section 17.8	Limitation of Liability	34
Section 17.9	Headings	34
Section 17.10	Rights and Remedies	34
Section 17.11	No Partnership	34
Section 17.12	Rules of Construction	34
Section 17.13	No Third Party Beneficiaries	35
Section 17.14	Further Assurances	35
Section 17.15	Counterpart Execution	35


Exhibit A		Form of Connection Notice
Exhibit B		Initial Development Plan
Exhibit C		Initial Required Connection Wells
Exhibit D		Rice Guaranty
Exhibit E		Exclusion from Service Area
Exhibit F		Example Minimum Fresh Water Calculation

iii

AMENDED AND RESTATED WATER SERVICES AGREEMENT

This Amended and Restated Water Services Agreement (this “Agreement”), dated as of November 4, 2015 (the “Effective Date”), is by and between RICE DRILLING D LLC, a Delaware limited liability company (“Producer”), and RICE WATER SERVICES (OH) LLC, a Delaware limited liability company (“Service Provider”). Producer and Service Provider may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

A. Producer owns Interests and intends to drill and complete Wells for the production of Hydrocarbons in the Service Area.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below:

Aggregate Shortfall Volume. As defined in Section 6.1(b).

Agreement. As defined in the preamble hereof.

Applicable Law. Any applicable law, statute, regulation, rule, code, administrative order or enforcement action (whether national, local, municipal, territorial, provincial, or federal) of any Governmental Authority, including any Environmental Law, to the extent they apply to the Services or the Parties.

AST. An above-ground storage tank.

Attributable Produced Water. Produced Water produced from a Well operated by Producer or a Rice Entity located on the Service Area Properties and attributable to either (i) Producer’s or such Rice Entity’s interest in such Well or (ii) the interest of non-operating parties in such Well, to the extent that Producer or such Rice Entity (as operator) has the right to dispose of, and is responsible for the disposition of, such Produced Water.

Barrel. Forty-two Gallons.

Business Day. Any calendar Day on which commercial banks in New York City are open for business.

Completion Deadline. As defined in Section 3.6(f).

Confidential Information. As defined in Section 17.6(a).

Connection Notice. As defined in Section 3.6(b).

Contract Year. Each of (i) the period from December 22, 2014, through December 31, 2015, and (ii) each calendar year thereafter.

CPI. As defined in Section 6.1(c).

Delivery Fee. As defined in Section 6.1(a)(i).

Designated Receiving Facility. As defined in Section 4.3(a).

Development Plan. As defined in Section 3.5(a).

Effective Date. As defined in the preamble of this Agreement.

Force Majeure. As defined in Section 13.2.

Frac Water. Fresh Water or, when applicable, Fresh Water mixed with Produced Water in accordance with Producer’s instructions as contemplated in Section 3.1(d).

Fresh Water. Raw fresh water. For the avoidance of doubt, “Fresh Water” does not include recycled flowback water or Produced Water.

Fresh Water Services. Those Services that are described in Section 3.1(a) through Section 3.1(d).

Fresh Water System. The Fresh Water facilities owned by Service Provider as of the date hereof upstream of the interconnection with the High-Rate Transfer Facilities, together with any additional System Segments constructed after the date hereof, as such Fresh Water facilities are expanded after the date hereof, including, in each case, to the extent now in existence or constructed or installed in the future, all underground Fresh Water pipelines, Impoundment Facilities, pumping stations, Take Point Facilities, Measurement Facilities, rights of way (whether for underground or surface use), fee parcels, surface rights, and permits, and all appurtenant facilities.

Fresh Water Facilities Plan. As defined in Section 3.5(b).

Gallon. One U.S. gallon, which is equal to 231 cubic inches.

Gas. Any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases, that is extracted from beneath the surface of the earth.

Governmental Approval. Any permit, license, consent, clearance, certificate, approval, authorization or similar document or authority which any Applicable Law or Governmental Authority requires either Party to hold or obtain in order for the Services to be performed, including any that are required to take Fresh Water from the Take Points.

Governmental Authority. Any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

Guarantor. Rice Energy.

Hazardous Materials. (a) Any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product or byproduct, (d) any polychlorinated biphenyl, (e) any asbestos or asbestos-containing materials, and (f) any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to regulation, investigation, control, or remediation under any Environmental Law.

High-Rate Transfer Facilities. Facilities of Service Provider and its subcontractors located at or in the vicinity of a Well Pad used to perform High-Rate Transfer Services at such Well Pad, including, as applicable, ASTs, high-rate transfer pumps, facilities and equipment for mixing Fresh Water with Produced Water, associated hoses and lines, and all related equipment and facilities used to transfer Fresh Water from the Fresh Water System, mix such Fresh Water with Produced Water when applicable, and transfer Frac Water to the Frac Water Delivery Points at the required rates of flow.

High-Rate Transfer Services. As defined in Section 3.1(d).

Hydrocarbons. Gas and/or Liquid Hydrocarbons.

Impoundment Facility. Each impoundment or retention area or other similar facility that is part of the Fresh Water System and is used to temporarily store Fresh Water upstream of the High-Rate Transfer Facilities prior to its being made available at a Frac Water Delivery Point.

Initial Development Plan. The Development Plan previously provided by Producer to Service Provider and identified as the initial Development Plan and attached as Exhibit B.

Interests. Oil and gas leasehold interests and oil and gas mineral fee interests, including working interests, overriding royalty interests, net profits interests, carried interests, and similar rights and interests.

Interruptible Service. Service that is accorded the lowest priority on the Fresh Water System with respect to capacity allocations, interruptions, or curtailments. Interruptible Service will be the first curtailed on the Fresh Water System in the event of an interruption or curtailment.

Liquid Hydrocarbons. Oil, condensate, natural gasoline and all the liquid hydrocarbon production from wells, or a blend of such.

Maintenance. As defined in Section 7.2.

Measurement Facilities. Any facility or equipment used to measure the volume of Fresh Water or Produced Water, which may include meter tubes, isolation valves, tank strappings, recording devices, communication equipment, buildings and barriers.

Measurement Points. Each Fresh Water Measurement Point and Produced Water Measurement Point.

Minimum Flow Rate. As defined in Section 8.1.

Month. A period commencing at 10:00 a.m., Eastern Standard Time, on the first Day of a calendar month and extending until 10:00 a.m., Eastern Standard Time, on the first Day of the next succeeding calendar month. Monthly shall have the correlative meaning.

Original Agreement. As defined in the recitals of this Agreement.

Parties. As defined in the preamble of this Agreement.

Partnership. Rice Midstream Partners L.P., a Delaware limited partnership.

Party. As defined in the preamble of this Agreement.

Person. An individual, a corporation, a partnership, a limited partnership, a limited liability company, an association, a joint venture, a trust, an unincorporated organization, or any other entity or organization, including a Governmental Authority.

Planned Well. As defined in Section 3.5(a).

Produced Water. Water produced from Wells alongside Hydrocarbons (whether or not treated at a water treatment facility), including water separated from Hydrocarbons at the wellhead upstream of a Produced Water Receipt Point located at a Well Pad through conventional mechanical separation equipment and held in tanks owned by Producer at the Well Pad, including flowback water, drilling fluids, and other fluid wastes produced from such Wells, and including in each case all materials (including Hydrocarbons) contained in such water.

Produced Water Measurement Point. The inlet to Service Provider’s Measurement Facilities at the truck unloading facility located at or in the vicinity of each Well Pad where Produced Water that is to be mixed with Fresh Water in accordance with Producer’s instructions is measured as or before it goes into the High-Rate Transfer Facilities.

Produced Water Quality Standards. As defined in Section 4.4.

Produced Water Receipt Point. The outlet flange of the Producer’s Produced Water tankage located at or nearby or assigned to a Well, downstream of the Producer’s separation equipment.

Produced Water Services. Those Services described in Section 3.1(e) and Section 3.1(f).

Producer. As defined in the preamble of this Agreement.

Producer Group. As defined in Section 14.1(b).

Reimbursable Produced Water Services Costs. As defined in Section 6.1(a)(iii).

Required Connection Wells. As defined in Section 3.1(a).

Rice Energy. Rice Energy, Inc., a Delaware corporation.

Rice Entity. Means Rice Energy, Inc., a Delaware corporation, and each Affiliate of Producer that is a direct or indirect subsidiary of Rice Energy Inc.

Rice Guaranty. The Guaranty dated as of the Effective Date made by Guarantor in favor of Service Provider in the form of Exhibit D.

Service Area. Belmont County, Ohio, but excluding the area shaded in the map in Exhibit E, which is the Belmont County portion of the area of mutual interest for Rice Midstream Holding LLC’s proposed midstream joint venture with Gulfport Energy Corporation; provided that if Rice Midstream Holdings LLC has not entered into definitive written agreements with Gulfport Energy Corporation regarding the proposed midstream joint venture by June 30, 2016, the shaded area will on such date become a part of the Service Area.

Service Area Properties. All Interests now owned or hereafter acquired by Producer or any Rice Entity and located wholly or partly within the Service Area or pooled, unitized or communitized with Interests located wholly or partly within the Service Area; provided that

Service Area Properties shall not include any Interests that are unitized or pooled with the properties of third parties that are not Service Area Properties if neither Producer nor a Rice Entity is the operator of such unit.

Services. As defined in Section 3.1.

Service Provider. As defined in the preamble of this Agreement.

Service Provider Group. As defined in Section 14.2(b).

Supplemental Water Fee. As defined in Section 6.1(a)(ii).

System Segment. A physically separate segment of the Fresh Water System that connects one or more Take Points to one or more Impoundment Facilities, together with any underground Fresh Water lines downstream of such Impoundment Facilities and any rights of way downstream of such Impoundment Facilities for surface Fresh Water lines, including all underground Fresh Water pipelines, Impoundment Facilities, pumping stations, Take Point Facilities, Measurement Facilities, rights of way, fee parcels, surface rights, and permits, and all appurtenant facilities.

Take Point. Those points from which, in accordance with agreements with the holders of water rights and/or Applicable Laws and required Governmental Approvals, Producer or Service Provider has procured the right for Service Provider to take Fresh Water to make available to Producer for use in accordance with this Agreement.

Take Point Facilities. All facilities located at any Take Point that are necessary for Service Provider to take Fresh Water from the Fresh Water source at such Take Point.

Target Commencement Date. As defined in Section 3.6(b).

Transportation Services. As defined in Section 3.1(e).

Two Mile Perimeter. As defined in Section 3.1(a).

USDOT. The United States Department of Transportation.

Water Facilities. The Fresh Water Facilities and any facilities owned by Service Provider through which Produced Water is gathered, collected, transported, processed, treated, recycled, or disposed of from any Interests.

Well. A well for the production of Hydrocarbons in which Producer or a Rice Entity owns an interest that is located on the Service Area Properties or for which Services are otherwise required to be performed in accordance with this Agreement.

Well Pad. The surface installation on which one or more Wells are located.

ARTICLE 2

PRODUCER COMMITMENTS

Section 2.1 Producer Commitments. Subject to the terms and conditions of this Agreement, Producer covenants and commits (a) to exclusively use, and to cause each Rice Entity to exclusively use, Fresh Water made available by Service Provider under this Agreement, together with Produced Water from Producer’s Wells (including Produced Water collected by Service Provider and trucked to the Well Pad, where applicable), in its hydraulic fracturing operations for all Wells operated by Producer or such Rice Entity in the Service Area and (b) to exclusively utilize Service Provider for the performance of the Produced Water Services for all Attributable Produced Water, as and when produced.

ARTICLE 3

SERVICES; WATER FACILITIES EXPANSION AND CONNECTION OF DELIVERY POINTS

Section 3.4 Right of Producer to Supplement Fresh Water Supplies.

(a) If the capacity and/or the volume of water in the Fresh Water System is insufficient for water to be made available at the flow rates desired by Producer at one or more Frac Water Delivery Points, Producer may, at its option and subject to the fees in Section 6.1(a)(ii), provide supplemental Fresh Water by truck to the Service Provider at the applicable Impoundment Facility or Fresh Water or Produced Water to Service Provider’s facilities at the applicable Well Pad so that the desired flow rates can be achieved.

(b) Notwithstanding Section 14.1(a)(ii), Service Provider shall not have any liability whatsoever for its inability to make water available at the flow rates desired by Producer.

Section 3.5 Development Plan; Fresh Water Facilities Plan; Exchange and Review of Information.

and other major physical facilities, together with their locations, sizes and other physical specifications, operating parameters, capacities, and other relevant specifications, and together with a schedule for completing the construction and installation of the planned portions thereof, in each case as currently in existence, under construction, or planned, together with information about the High Rate Transfer Facilities, including the number and capacity of ASTs and high rate transfer pumps, that will be utilized to perform the High-Rate Transfer Services at each Well Pad (such plan, as updated as hereinafter provided, the “Fresh Water Facilities Plan”). Based on the Development Plans and such other information about the expected development of the Service Area Properties as shall be provided to Service Provider by or on behalf of Producer, Service Provider shall periodically update the Fresh Water Facilities Plan. Without limiting the generality of the foregoing, Service Provider shall ensure that the Fresh Water Facilities Plan reflects all Required Connection Wells included in each Monthly Development Plan not later than 30 Days after such Development Plan is delivered to Service Provider. Service Provider shall make the Fresh Water Facilities Plan available for inspection by Producer and its representatives from time to time and shall make representatives of Service Provider available to discuss the Fresh Water Facilities Plan from time to time with Producer and its representatives. Service Provider shall provide Producer updates not less frequently than Monthly on the progress of work on all facilities necessary to connect the Fresh Water System to the Well Pads on which the Required Connection Wells are or are to be located as set forth in the then-current Fresh Water Facilities Plan.

Section 3.6 Expansion of Fresh Water System; Connection of Well Pads.

be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Water made available for such Planned Well.

constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Service Provider and such rights and facilities shall thereafter be part of the Fresh Water System.

The remedies set forth in clauses (i) and (ii) above shall be applicable to Wells with Completion Deadlines that are on or after December 22, 2015.

Section 3.7 Installation and Operation of High-Rate Transfer Facilities.

(d) If Service Provider fails to perform its obligations to timely engineer, procure, transport, erect, and install the High-Rate Transfer Facilities by the Completion Date or fails to ensure that such High-Rate Transfer Facilities remain on the Well Pad or other applicable site in each case in accordance with Section 3.7(a) or fails to perform the High-Rate Transfer Services in connection with the hydraulic fracturing of Wells on a Well Pad in accordance with Section 3.1(d), then, as Producer’s sole and exclusive remedy for such failure, Producer shall have the right to complete the engineering, procurement, transportation, erection and/or installation (including through one or more subcontractors) of replacement facilities and/or to carry out such activities itself (including through one or more subcontractors), in which case Service Provider shall pay, within 30 days after presentment of an invoice therefor, to Producer an amount equal to 115% of all reasonable, actual and verifiable out of pocket costs and expenses incurred by Producer in so engineering, procuring, transporting, erecting, and installing such facilities and carrying out such activities, and upon receipt of payment by Producer therefor, Producer shall convey all such rights (including rights under third party contracts) and facilities owned or under the control of Producer to Service Provider (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment).

Section 3.8 Right of Way and Access. Service Provider is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land necessary to construct, own, and operate the Fresh Water System, and all such rights in land shall be solely for use by Service Provider and shall not be shared with Producer, except as otherwise agreed by Service Provider; provided that Producer agrees to grant and/or to cause each Rice Entity to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Service Area Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Fresh Water System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Service Provider shall not unreasonably interfere with Producer’s or such Rice Entity’s lease operations or with the rights of owners in fee, and will be subject to Producer’s safety and other reasonable access requirements applicable to Producer’s personnel. Neither Producer nor such Rice Entity shall have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Service Provider is based upon, and such grants of easement or right of way will terminate if Producer or such Rice Entity, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Producer will assist Service Provider to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Producer agrees that Service Provider’s Measurement Facilities may be located on Producer’s Well Pad sites, Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Producer shall use reasonable efforts to involve Service Provider in Producer’s negotiations with the owners of lands covered by the Service Area Properties so that Producer’s surface use agreements and Service Provider’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Section 3.9 Cooperation. Because of the interrelated nature of the actions of the Parties required to obtain the necessary Governmental Approvals from the appropriate Governmental Authorities and the necessary consents, rights of way and other authorizations from other Persons necessary to drill and complete each Planned Well and construct the required extensions of the Fresh Water System to each Well Pad, the Parties agree to work together in good faith to obtain such Governmental Approvals, authorizations, consents and rights of way as expeditiously as reasonably practicable, all as provided herein. The Parties further agree to cooperate with each other and to communicate regularly regarding their efforts to obtain such Governmental Approvals, authorizations, consents and rights of way.

ARTICLE 4

CERTAIN PROVISIONS REGARDING PRODUCED WATER SERVICES

Section 4.2 Dispatch Procedures.

Section 4.3 Designated Receiving Facilities.

and approved by Producer (each such facility, a “Designated Receiving Facility”). If Producer approves a facility as a Designated Receiving Facility, it shall have the right, at any time upon notice to Service Provider, to withdraw such approval, and such facility shall cease to be a Designated Receiving Facility effective upon the 60^th Day after such notice; provided, however, that Producer shall reimburse Service Provider for all costs reasonably incurred by Service Provider in order to utilize such facility as a Designated Receiving Facility and shall indemnify Service Provider and its Affiliates for any contractual liability incurred by Service Provider to a third party as a result of its not being able to utilize such facility as a Designated Receiving Facility.

ARTICLE 5

TERM

ARTICLE 6

FEES AND CONSIDERATION

Section 6.1 Fees.


For volumes up to and including the first 12,500,000 Gallons per Well	$	0.08 per Gallon
For Volumes above 12,500,000 Gallons up to and including 20,000,000 Gallons per Well	$	0.04 per Gallon
For volumes above 20,000,000 Gallons per Well	$	0.02 per Gallon

subject to the Delivery Fee and shall not be included in the volumes of Fresh Water delivered to a Frac Water Delivery Point and used in hydraulic fracturing operations for purposes of determining the appropriate Delivery Fee tier.

(b) If the Minimum Aggregate Fresh Water Volume for any calendar quarter exceeds the actual aggregate volume of Fresh Water measured at the Fresh Water Measurement Points during such calendar quarter (such excess, the “Aggregate Shortfall Volume”), then (1) the Aggregate Shortfall Volume for such calendar quarter shall be allocated to each Well having a Well Shortfall Volume for such calendar quarter pro rata based on the volumes of Fresh Water measured at the applicable Fresh Water Measurement Point and Produced Water measured at the applicable Produced Water Delivery Point and, in each case, delivered to each such Well as Frac Water and (2) the aggregate Delivery Fee payable for such calendar quarter shall be recalculated, treating the Aggregate Shortfall Volume as allocated to each such Well for purposes of such recalculation as Fresh Water subject to the Delivery Fee. For an example calculation, see Exhibit F. The excess of the amount of the Delivery Fee for such calendar quarter as so recalculated over the amount of the Delivery Fee otherwise payable for such calendar quarter shall be included in Service Provider’s invoice for the last Month of such calendar quarter and shall be paid by Producer to Service Provider. The following terms used in this Section 6.1(b) have the following meanings:

(c) The Delivery Fee and the Supplemental Water Fee shall be adjusted up on an annual basis in proportion to the percentage change, from the preceding year, in the All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average, 1982-84 = 100, as published by the United States Department of Labor, Bureau of Labor Statistics (“CPI”). Such adjustment shall be made effective upon the first Day of each Contract Year commencing in the Contract Year beginning in 2016, and shall reflect the percentage change in the CPI as it existed for June of the preceding Contract Year from the CPI for the second immediately preceding June; provided, however, that the Delivery Fee and the Supplemental Water Fee shall never be less than the initial fees stated in Section 6.1(a) and such fees shall not be increased by more than 4% in any given Contract Year.

ARTICLE 7

CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES

Section 7.3 Third Party Services; Capacity Allocations on the Fresh Water Facilities.

Segment to make Fresh Water available or the availability of Fresh Water at the Take Points, then Service Provider shall first completely curtail all Interruptible Service volumes on such System Segment for Producer and other 3^rd party producer volumes at Service Provider’s discretion and second, if required, interrupt or curtail Firm Service volumes of Fresh Water on such System Segment made available to all Firm Service customers of Service Provider pro rata.

ARTICLE 8

DELIVERY RATES

ARTICLE 9

NOMINATION

Pad in the Connection Notice for such Well Pad, Producer may, on not less than 5 Business Days’ notice to Service Provider, increase or decrease the Frac Water delivery rate for such Well Pad.

ARTICLE 10

MEASUREMENT EQUIPMENT AND PROCEDURES

Section 10.3 Measurement Accuracy Verification.

(c) If, during any test of any Measurement Facilities, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly

flow rate which does not exceed two percent (2%) of the adjusted flow rate, all prior recordings and electronic flow computer data shall be considered to be accurate for volume determination purpose.

(a) By using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as provided for in Section 10.3);

(d) By estimating the volumes, based upon volumes made available during periods of similar conditions when the meter was registering accurately.

ARTICLE 11

NOTICES


Producer:		RICE DRILLING D LLC
		400 Woodcliff Drive
		Canonsburg, PA 15317

		Attn: Jide Famuagun
		Phone: 724-825-2600
		Email: [email protected]

With copy to:		For gas control, nominations & balancing:
		Attn: Greg Nichols
		Phone: 724-531-4920
		Email: [email protected]

		For accounting, financial, and legal:

		Attn: Kate Romano
		Phone: 724-338-2129
		Email: [email protected]


		All notices related to non-routine business matters, including all notices related to legal claims and other legal proceedings, shall also be sent to the following:

		Attn: Will Jordan
		Phone: 832-708-3432
		Email: [email protected]

Service Provider:		RICE WATER SERVICES (OH) LLC
		400 Woodcliff Drive
		Canonsburg, PA 15317

		Attn: Mark Griffin
		Phone: 412-616-8871
		Email: [email protected]

With copy to:		For gas control, nominations & balancing:

		Attn: Greg Nichols
		Phone: 724-531-4920
		Email: [email protected]

		For accounting, financial, and legal:

		Attn: Kate Romano
		Phone: 724-338-2129
		Email: [email protected]

		All notices related to non-routine business matters, including all notices related to legal claims and other legal proceedings, shall also be sent to the following:

		Attn: Will Jordan
		Phone: 832-708-3432
		Email: [email protected]

ARTICLE 12

PAYMENTS

supporting documentation, to the extent available on such tenth (10^th) Day (with Service Provider being obligated to deliver any such supporting documentation that is not available on such tenth (10^th) Day as soon as it becomes available). Producer shall make payment to Service Provider by the last Business Day of the Month in which such invoice is received. Such payment shall be made by wire transfer pursuant to wire transfer instructions delivered by Service Provider to Producer in writing from time to time. If any overcharge or undercharge in any form whatsoever shall at any time be found and the invoice therefor has been paid, Service Provider shall refund any amount of overcharge, and Producer shall pay any amount of undercharge, within thirty (30) Days after final determination thereof, provided, however, that no retroactive adjustment will be made beyond a period of twenty-four (24) Months from the date of a statement hereunder.

(a) the other Party has voluntarily filed for bankruptcy protection under any chapter of the United States Bankruptcy Code;

ARTICLE 13

FORCE MAJEURE

ARTICLE 14

INDEMNIFICATION

Section 14.1 Service Provider. Subject to the terms of this Agreement, including Section 17.8,

Section 14.2 Producer. Subject to the terms of this Agreement, including Section 17.8,

ARTICLE 15

CUSTODY AND TITLE

ARTICLE 16

PAYMENTS FOR FRESH WATER; TAXES

ARTICLE 17

MISCELLANEOUS

Section 17.3 Governing Law; Jurisdiction.

(a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.

Section 17.4 Successors and Assigns.

(a) This Agreement shall extend to and inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

(e) Notwithstanding the foregoing clause (d):

(ii) Service Provider shall have the right to grant a security interest in this Agreement to a lender or other debt provider (or trustee or agent on behalf of such lender) of Service Provider.

(iii) Producer shall have the right to assign its rights under this Agreement, in whole or in part, as applicable, without the consent of Service Provider, to

any Person to which it sells, assigns, or otherwise transfers all or any portion of the Service Area Properties and who (A) who assumes in writing all of Producer’s obligations hereunder (if applicable, to the extent of the Service Area Properties being transferred to such Person) and (B) whose creditworthiness is equal to or greater than the greater of Producer’s credit rating as of the Effective Date and Producer’s creditworthiness as of the date of the assignment.

Section 17.5 Severability. If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, then (i) such provision shall be deemed inoperative to the extent it is deemed void or unenforceable, (ii) the Parties agree to enter into such amendments to this Agreement in order to give effect, to the greatest extent legally possible, to the provision that is determined to be void or unenforceable and (iii) the other provisions of this Agreement in all other respects shall remain in full force and effect and binding and enforceable to the maximum extent permitted by Applicable Law; provided, however, that in the event that a material term under this Agreement is so modified, the Parties will, timely and in good faith, negotiate to revise and amend this Agreement in a manner which preserves, as closely as possible, each Party’s business and economic objectives as expressed by the Agreement prior to such modification.

Section 17.6 Confidentiality.

to be bound by the terms of this Section 17.6; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to financial advisors, attorneys, and banks, provided that such Persons are subject to a confidentiality undertaking consistent with this Section 17.6(b), or (viii) except for information disclosed pursuant to Article 3 of this Agreement, to a royalty, overriding royalty, net profits or similar owner burdening production from the Service Area Properties, provided such royalty, overriding royalty, net profits or similar owner, agrees in writing to be bound by the terms of this Section 17.6.