SECOND AMENDED ANDRESTATED PRODUCED WATER SERVICES AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 02 NORTHERN COLORADO
Exhibit 10.13.1
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 02
NORTHERN COLORADO
This AGREEMENT ADDENDUM 02 (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 | San Juan River DevCo LP, a Delaware limited partnership | |
Agreement Addendum 02 – 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 area in Northern Colorado including (but not limited to) the East Pony 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 | Section(s) | ||||
| T8N | R59W | ALL | ||||
| T8N | R60W | ALL | ||||
| T8N | R61W | ALL | ||||
| T8N | R62W | ALL | ||||
| T9N | R58W | ALL | ||||
| T9N | R59W | ALL | ||||
| T9N | R60W | ALL | ||||
| T9N | R61W | ALL | ||||
| 10N | 58W | 19-36 (also known as S/2) | ||||
| 8N | 58W | 1-18 (also known as N/2) |
| 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 | ||
|
Not applicable. |
Not applicable. | |||
| Deviations from Service Conditions (the specifications in this section supersede the applicable language from Article 7) |
| NONE |
Agreement Addendum 02 – 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 | ||
|
Omnibus Amendment |
Notwithstanding any other term or provision in the Agreement Terms and Conditions, Midstream Co shall not be required to perform Second Phase Services. | |
| Section 5.3(a) is hereby amended and restated in its entirety to read as follows: | Subject to Section 5.3(c), Midstream Co shall (i) provide Services for all Product that is Tendered by Producer to Midstream Co at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) equivalent quantities of such Product, inclusive of any System Gains/ Losses and (iii) cause the System to be able to flow such Product at volumes produced into each Individual System, in each case, so long as total water volumes for the respective Individual System are not greater than the current capacity of the applicable Individual System. | |
| 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 02 – 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: (303) 228-4174 Email: ***@*** | |
Agreement Addendum 02 – 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: (832) 639-7406 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: 780162439 Account Name: San Juan 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 02)
Agreement Addendum 02 – 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 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 02 – 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”
| SAN JUAN RIVER DEVCO LP | ||||||
| By: | San Juan 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 26th day of April, 2016 by Terry R. Gerhart, Chief Executive Officer of Noble Midstream Services, LLC, a Delaware limited liability company, which is the sole member of of San Juan River DevCo GP LLC,, which is the general partner of San Juan 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 02 – Page 2
Second Amended and Restated Produced Water Services Agreement
