AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT AGREEMENT ADDENDUM 02 NORTHERN COLORADO

EX-10.25 27 d75718dex1025.htm EX-10.25 EX-10.25

Exhibit 10.25

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

CRUDE OIL GATHERING AGREEMENT

AGREEMENT ADDENDUM 02

NORTHERN COLORADO

This AGREEMENT ADDENDUM 02 (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 Crude Oil 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 Crude Oil 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

   Colorado 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 02 – 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 [**].

 

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 – Force Majeure and Marketing interruptions   

Midstream Co and OpCo

c/o Noble Energy, Inc.

   Facsimile:     ###-###-####
   Attention:    Oil Marketing Department
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 02 – Page 2

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 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)

    
T9N    R58W    ALL   
T9N    R59W    ALL   
T8N    R59W    ALL   
T9N    R60W    ALL   
T9N    R61W    ALL   
T8N    R60W    ALL   
T8N    R61W    ALL   
T8N    R62W    ALL   

 

Individual Fee    $[**]/Bbl

 

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

(End of Agreement Addendum 02)

 

Agreement Addendum 02 – Page 3

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

 

Agreement Addendum 02 – 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 [**].

 

“OpCo”
NOBLE MIDSTREAM SERVICES, LLC
By:  

/s/ Terry R. Gerhart

  Terry R. Gerhart
  Chief Executive Officer

 

“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

 

Agreement Addendum 02 – Signature Page 2

Amended and Restated Crude Oil Gathering Agreement