SECOND AMENDED ANDRESTATED PRODUCED WATER SERVICES AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCH

EX-10.12.2 13 d164220dex10122.htm EX-10.12.2 EX-10.12.2

Exhibit 10.12.2

TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

When Recorded, Mail To:

Attn: DJ Land Manager

1625 Broadway, Suite 2200

Denver, CO 80202

SECOND AMENDED AND RESTATED

PRODUCED WATER SERVICES AGREEMENT

SECOND AMENDED AND RESTATED

AGREEMENT ADDENDUM 01

WELLS RANCH

This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on                     , as                    and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.

Producer desires to contract with Midstream Co for Midstream Co to provide the Services utilizing the Individual System, and Midstream Co desires to provide the Services to Producer, on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, Midstream Co and Producer hereby agree as follows:

 

Producer    Noble Energy, Inc., a Delaware corporation
Midstream Co    Colorado River DevCo LP, a Delaware limited partnership

Agreement Addendum 01 – Page 1

Second Amended and Restated Produced Water Services Agreement


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

 

Parties    The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum
Effective Date    March 31, 2016
Dedication Area    The Wells Ranch integrated development plan area, as such area was defined by Producer on the Effective Date, and which consists of the following areas within Weld County, Colorado

 

Township

  

Range

  

Sections

    
T7N    R64W    31-36   
T7N    R63W    31-36   
T6N    R64W    ALL   
T6N    R63W    ALL   
T6N    R62W    2-11, 14-23, 26-35   
T5N    R62W    2-11, 14-23   
T5N    R63W    ALL   
T7N    R62W    31   
T5N    R64W    1-6, 10-15, 22-27, 34-36   

 

   Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication

 

Individual First

Phase Rate

  

 

$[**]/Barrel

Individual Second

Phase Rate

   Individual Second Phase Rate applied to each Barrel for which Producer elects to receive disposal services    Individual Second Phase Rate applied to each Barrel for which Producer elects to receive recycling services
  

 

$[**]/ Barrel

  

 

[**].

 

Deviations from Service Conditions (the specifications in this section supersede the

applicable language from Article 7 )

NONE

 

Agreement Addendum 01 – Page 2

Second Amended and Restated Produced Water Services Agreement


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

 

Additional Revisions
Section 4.1(c):    The Parties shall agree in writing how to address the accuracy of all Measurement Devices, and, unless otherwise agreed in writing, Section 4.1(g) shall have no effect in the Dedication Area.
Clause (x) of Section 6.1(i) is amended and restated as follows:    (x) the aggregate quantity of such Product, stated in Barrels, calculated by Midstream Co to have been received by Midstream Co from Producer or for Producer’s account at the applicable Measurement Points for such Product during such Month multiplied by

 

Notices and Payments
Notice Address – General Matters & Correspondence   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Chief Financial Officer

                      John F. Bookout, IV

Telephone:     ###-###-####

Email:            ***@***

 

Producer:

 

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:     Director of USO Finance,

                      Gerald Free

Telephone:    ###-###-####

Email: ***@***

 

Agreement Addendum 01 – Page 3

Second Amended and Restated Produced Water Services Agreement


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

 

Notice Address – Operational Matters   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Chief Operating Officer

                      John C. Nicholson

Telephone:     ###-###-####

Email: ***@***

 

Producer:

 

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:   Vice President – DJ Business Unit

                    Mark Patteson

Notice Address – Force Majeure and Disposal or Recycling interruptions   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Chief Operating Officer

                      John C. Nicholson

Telephone:     ###-###-####

Email:            ***@***

 

Producer:

 

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:   Director of USO Finance,

                    Gerald Free

Telephone:   ###-###-####

Email: ***@***

 

Agreement Addendum 01 – Page 4

Second Amended and Restated Produced Water Services Agreement


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

 

Notice Address – Invoicing Matters   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Ian Dams

Telephone:    ###-###-####

Email:    ***@***

 

Producer:

 

1001 Noble Energy Way

Houston, TX 77070

Attention:     Director of Revenue Accounting

                     John Nedelka

Telephone:   ###-###-####

Email:    ***@***

Payments by Electronic Funds Transfer   

Midstream Co:

 

ABA for wire: 021000021

ABA for ACH: 111000614

Account Number: 780161720

Account Name: Colorado River DevCo LP

Financial Institution: JP Morgan

Bank Swift: CHASUS33

 

Producer:

 

ABA/Routing Number: 021000021

Account Number: 08805135066

Account Name: Noble Energy, Inc.

Financial Institution: JP Morgan

Bank Swift: CHASUS33

(End of Agreement Addendum 01)

 

Agreement Addendum 01 – Page 5

Second Amended and Restated Produced Water Services Agreement


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Effective Date.

 

“Producer”
NOBLE ENERGY, INC.
By:   

/s/ Gary W. Willingham

  Gary W. Willingham
  Executive Vice President

 

STATE OF TEXAS    )  
   )   ss.
COUNTY OF HARRIS    )  

The foregoing instrument was acknowledged before me this this 26th day of April, 2016 by Gary W. Willingham as Executive Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation.

 

/s/ Vickie L. Graham

Notary Public in and for the State of Texas

 

Agreement Addendum 01 – Page 1

Second Amended and Restated Produced Water Services Agreement


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].

 

“Midstream Co”

 

COLORADO RIVER DEVCO LP  
        By:   Colorado River DevCo GP LLC  
          By:   Noble Midstream Services, LLC  
   

        By:

 

/s/ Terry R. Gerhart

 
     

Terry R. Gerhart

 
     

Chief Executive Officer

 

 

STATE OF TEXAS    )
   ) ss.
COUNTY OF HARRIS    )

The foregoing instrument was acknowledged before me this this 26th day of April, 2016 by Terry R. Gerhart as Chief Executive Officer of Noble Midstream Services, LLC, which is the sole member of Colorado River DevCo GP LLC, which is the general partner of Colorado River DevCo LP, a Delaware limited partnership, on behalf of said company.

 

/s/ Joanne Garner

Notary Public in and for the State of Texas

 

Agreement Addendum 01 – Page 2

Second Amended and Restated Produced Water Services Agreement