On September 30, 2011, Noble Energy, Inc., and CNX Gas Company LLC entered into a Joint Development Agreement (the JDA). The JDA was executed in connection with the closing of the Asset Acquisition Agreement dated August 17, 2011, between the Noble Energy and CNX. Under the terms of the JDA, Noble Energy and CNX will jointly develop (i) the Noble Energy's 50% undivided interest in certain Marcellus Shale oil and gas assets and properties in West Virginia and Pennsylvania covering approximately 628,000 net undeveloped acres (the Marcellus Assets) that were acquired by Noble Energy from CNX pursuant to the Acquisition Agreement (the Acquired Interests), (ii) CNX's remaining 50% undivided interest in the Marcellus Assets and (iii) any other Marcellus oil and gas interests that are jointly acquired by Noble Energy and CNX after the Closing (collectively referred to herein as the Subject Assets). Noble Energy will be the designated operator of the wet gas areas and CNX will be the designated operator of the dry gas areas. During an initial transition period, CNX will operate all of the Subject Assets until the Noble Energy is prepared to assume operations in the wet gas areas. Under the terms of the JDA, Noble Energy will pay one-third of CNX's working interest share of certain drilling and completion costs with respect to the Subject Assets as wells are drilled on the Subject Assets, up to approximately $2.1 billion (the Carried Costs). Noble Energy's obligation to pay the Carried Costs is limited to $400 million in each calendar year and will be suspended if average natural gas prices fall and remain below $4.00/MMBtu in any three-consecutive-month period and will remain suspended until average natural gas prices are above $4.00/MMBtu for three consecutive months. Except for certain Subject Assets that are already subject to joint operating agreements with third parties, the operation of the Subject Assets will be governed by joint operating agreements on a pre-agreed form. During the term of the JDA, a Joint Development Committee (the Committee) will generally plan operations in an area of mutual interest covering each of the counties in Pennsylvania and West Virginia in which the Subject Assets are located (the AMI) and approve certain matters specified in the JDA. The Committee will initially consist of an equal number of members from Noble Energy and CNX, with all decisions, approvals and other actions of the Committee to be decided by the affirmative vote of at least two-thirds of the committee members. The JDA also contains restrictions on each of the Noble Energy's and CNX's ability to transfer their respective interests in the Subject Assets. The JDA will terminate on the earlier to occur of the mutual agreement of the parties or 60 days following the day on which Noble Energy satisfies its obligations to pay the Carried Costs.