SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCH

EX-10.24.1 37 d164220dex10241.htm EX-10.24.1 EX-10.24.1

Exhibit 10.24.1

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

CRUDE OIL GATHERING AGREEMENT

SECOND AMENDED AND RESTATED

AGREEMENT ADDENDUM 01

WELLS RANCH

This SECOND AMENDED AND RESTATED 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 Crude Oil Gathering 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
Parties    The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum
Effective Date    March 31, 2016

 

Agreement Addendum 01 – Page 1

Second Amended and Restated Crude Oil Gathering 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 [**].

 

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 Fee

   $[**]/Bbl

 

Additional Revisions
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
Section 6.3(c)(ii) is hereby amended and restated in its entirety to read as set forth in the next column in order to adjust the System Gains/ Losses Threshold:    (ii) If, the average during any three-Month period (on a rolling basis), System Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 3.00% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Midstream Co will, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating theoretical Product (after removal of Associated Water and Flash Gas) received into the System at Receipt Points on the Individual System and conduct a field-wide (on an Individual System basis) meter inspection and proving, if necessary, followed by an updated balance.

 

Agreement Addendum 01 – Page 2

Second Amended and Restated Crude Oil Gathering 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
Crude Oil Quality Specifications, altering Article 7 as follows:    “Raw” Crude Oil as separated in, and delivered from, the Separator Facility pressurized separator crude oil outlet exceeding the BS&W specification (due to Associated Water content) and RVP specification (due to Flash Gas content) will be accepted into the System.

 

Notices and Payments    Midstream Co:
Notice Address – General Matters & Correspondence   

 

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 Crude Oil Gathering 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 Marketing 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:   DeLynne Barrow

Telephone: (303) 228-4222

Email: ***@***

 

Agreement Addendum 01 – Page 4

Second Amended and Restated Crude Oil Gathering 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: 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

Marketing Notice – Midstream Co   

Attention: Oil Marketing Department

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

(End of Agreement Addendum 01)

 

Agreement Addendum 01 – Page 5

Second Amended and Restated Crude Oil Gathering 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, 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 – Signature Page 1

Amended and Restated Crude Oil Gathering 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 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 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 – Signature Page 2

Amended and Restated Crude Oil Gathering Agreement