SECOND AMENDED ANDRESTATED PRODUCED WATER SERVICES AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 02 NORTHERN COLORADO

EX-10.13.1 15 d164220dex10131.htm EX-10.13.1 EX-10.13.1

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