AMENDED AND RESTATED GAS GATHERING AGREEMENT AGREEMENT ADDENDUM 03 MUSTANG

EX-10.8 10 d75718dex108.htm EX-10.8 EX-10.8

Exhibit 10.8

AMENDED AND RESTATED

GAS GATHERING AGREEMENT

AGREEMENT ADDENDUM 03

MUSTANG

This AGREEMENT ADDENDUM 03 (this “Agreement Addendum”) shall be effective as between the Persons named below as “Producer”, “OpCo” and “Midstream Co” as of the date specified below as the “Effective Date”. Reference is made to the Agreement Terms and Conditions Relating to Gas Gathering Services (the “Agreement Terms and Conditions”) last updated October 9, 2015. This Agreement Addendum 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 all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions.

OpCo owns, directly or indirectly, all of the Controlling interest in Midstream Co.

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.

In order for Producer to obtain a consistent level of service with respect to the gathering of and other Services related to Gas that are required by Producer within the Service Area, Producer and OpCo hereby enter into this Agreement so that OpCo can evidence its acceptance of the obligations pertaining to OpCo as set forth in the Agreement Terms and Conditions and in this Agreement Addendum, if any.

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

 

Producer    Noble Energy, Inc., a Delaware corporation
Midstream Co    Green River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns
OpCo    Noble Midstream Services, LLC, a Delaware limited liability company
Parties    The term “Party” or “Parties” shall refer to OpCo, Producer and the Midstream Co identified in this Agreement Addendum
Effective Date    October 1, 2015

 

Agreement Addendum 03 – Page 1

Amended and Restated Gas Gathering Agreement


Notice Address – General Matters & Correspondence   

Midstream Co and OpCo

c/o Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:         Finance Manager

                         Charles Varnell

Telephone:        ###-###-####

Email: ***@***

Notice Address – Operational Matters   

Midstream Co and OpCo

c/o Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention: Director – Major Projects, DJ Basin

                 Chris Stavinoha

Notice Address – Invoicing Matters   

Midstream Co and OpCo

c/o Noble Energy, Inc.

1001 Noble Energy Way

Houston, TX 77070

Attention:     Director of Revenue Accounting

                     John Nedelka

Telephone:    ###-###-####

Email:           ***@***

Payments by Electronic Funds Transfer   

ABA/Routing Number: 021000021

Account Number: 657597188

Account Name: Full legal name of Midstream Co

Financial Institution: JP Morgan

Bank Swift: CHASUS33

 

Agreement Addendum 03 – Page 2

Amended and Restated Gas Gathering Agreement


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

 

Township

  

Range

  

Section(s)

    
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   

 

Individual Fee    To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area

 

Deviations from Service Conditions (the specifications in this section supersede the applicable language from Exhibit A)
NONE  

 

Pressures
MAOP    To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area
Target Pressure    To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area

 

Additional Revisions
NONE  

(End of Agreement Addendum 03)

 

Agreement Addendum 03 – Page 3

Amended and Restated Gas Gathering Agreement


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

 

Agreement Addendum 03 – Signature Page 1

Amended and Restated Gas Gathering Agreement


“OpCo”
NOBLE MIDSTREAM SERVICES, LLC
By:  

/s/ Terry R. Gerhart

  Terry R. Gerhart
  Chief Executive Officer

 

“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

 

Agreement Addendum 03 – Signature Page 2

Amended and Restated Gas Gathering Agreement