AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 03 MUSTANG

EX-10.20 22 d75718dex1020.htm EX-10.20 EX-10.20

Exhibit 10.20

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 [**].

AMENDED AND RESTATED

FRESH WATER SERVICES 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 Fresh Water 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 Produced Water 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 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 – 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: USO Water Manager

                 Ken Knox

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

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   

 

Agreement Addendum 03 – Page 2

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 [**].

 

Individual First
Phase Rate
   $[**] / Barrel
Individual Second Phase Fee    [**].
Maximum BPM Rate    180

 

Deviations from Service Conditions (the specifications in this section supersede the applicable language from Exhibit A attached to the Agreement Terms and Conditions)
NONE   

 

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.

(End of Agreement Addendum 03)

 

Agreement Addendum 03 – Page 3

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

 

Agreement Addendum 03 – Signature Page 1

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 [**].

 

“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 Fresh Water Services Agreement