SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 03 MUSTANG
Exhibit 10.20.1
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 [**].
SECOND AMENDED AND RESTATED
FRESH WATER SERVICES AGREEMENT
AGREEMENT ADDENDUM 03
MUSTANG
This AGREEMENT ADDENDUM 03 (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 Fresh 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 | Green River DevCo LP, a Delaware limited partnership | |
| Parties | The term “Party” or “Parties” shall refer to OpCo, Producer and Midstream Co identified in this Agreement Addendum | |
| Effective Date | March 31, 2016 | |
| Dedication Area | The Mustang 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 | |
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 [**].
| Township | Range | Sections | ||||
| T4N | R64W | 1-3, 10-15, 22-27, 32-36 | ||||
| T4N | R63W | 2-11, 14-23 26-35 | ||||
| T3N | R63W | 4-9, 16-21, 28-33 | ||||
| T3N | R64W | ALL | ||||
| T3N | R65W | 1-3, 10-15, 22-27, 34-36 | ||||
| T2N | R64W | ALL | ||||
| T2N | R63W | 3-9, 16-21, 28-33 |
| 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 Fee | [**]. | |
| Maximum BPM Rate | 180 | |
| Additional Revisions | ||
| Section 2.3 | In addition to the Producer’s reservations in Section 2.3, Producer further reserves to itself the right to transport Fresh Water by truck. | |
Agreement Addendum 03 – Page 2
Second Amended and Restated Fresh 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 [**].
| 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: ***@***
| |
| Notice Address – Operational Matters, Force Majeure and Delivery 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: Vice President – DJ Business Unit Mark Patteson | |
Agreement Addendum 03 – Page 3
Second Amended and Restated Fresh 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: 780162330 Account Name: Green 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 03)
Agreement Addendum 03 – Page 4
Second Amended and Restated Fresh 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 03 – Signature Page 1
Second Amended and Restated Fresh 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” | ||
| GREEN RIVER DEVCO LP
By: Green River DevCo GP LLC By: Noble Midstream Services, LLC
| ||
| By: | /s/ Terry R. Gerhart | |
| Terry R. Gerhart | ||
| Chief Executive Officer | ||
| STATE OF COLORADO | ) | |||
| ) | ss. | |||
| COUNTY OF | ) |
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 Green River DevCo GP LLC, which is the general partner of Green 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 03 – Signature Page 2
Second Amended and Restated Fresh Water Services Agreement
