AMENDMENT NO. 8 Product Sale and Purchase Contract Dated July 1, 2007 By and between Resolute Natural Resources Company, LLC and Kinder Morgan CO2 Company, L.P.

Contract Categories: Business Finance - Purchase Agreements
EX-10.1 2 ren-ex101_6.htm EX-10.1 ren-ex101_6.htm

Exhibit 10.1

 

AMENDMENT NO. 8

 

Product Sale and Purchase Contract

Dated July 1, 2007

By and between

Resolute Natural Resources Company, LLC

and

Kinder Morgan CO2 Company, L.P.

 

THIS AMENDMENT is made and entered into effective the first day of October 2016, by and between Resolute Natural Resources Company, LLC (“Buyer”) and Kinder Morgan CO2 Company, L.P. (“Seller”).

 

PREMISES:

 

WHEREAS, Buyer and Seller are parties to a Product Sale and Purchase Contract Dated July 1, 2007 (“Contract”); and

 

WHEREAS, Buyer and Seller last amended the Contract effective January 1, 2016 (“Contract”); and

 

WHEREAS, Buyer and Seller desire to restructure the Contract for the purpose of (i) increasing Buyer’s volume requirements including Buyer’s commitment to take such additional volume (ii) modification of payment terms and (iii) modification of the Financial Assurance provision;

 

NOW, THEREFORE, in consideration of the premises and mutual benefits and covenants herein contained, Buyer and Seller agree as follows:

 

 

1. Section 8.1 shall be deleted in its entirety and replaced with the following:

 

“8.1Payment. Seller shall notify Buyer of the total actual quantity of Product delivered by Seller at the Delivery Point during each Month by the third (3rd) work Day after the fifteenth (15th) Day of the month and again by the third (3rd) work Day following the end of such Month. Seller shall furnish to Buyer, via email, a mid-month invoice showing the total actual quantity of Product delivered hereunder during the first fifteen (15) Days of the Month at the Delivery Point.  Buyer shall make payment to Seller of the amount of such mid-Month invoice on or before seven (7) Days after the date of receipt of such invoice. After the end of each Month, Seller shall furnish to Buyer via email, a Monthly invoice showing the total quantity of Product delivered hereunder during such preceding Month at the Delivery Point, such invoice to include the Deficiency Credit balance as calculated per Article 5.3 and an appropriate set-off as a result of the mid-Month payment made by Buyer. Buyer shall make payment to Seller of the amount of such invoice

 


 

on or before seven (7) Days after the date of receipt of such invoice. All payments shall be electronically transferred to:

 

Payment by Wire:

Kinder Morgan CO2 Company, L.P.

Wells Fargo Bank, NA

ABA #121 000 248

Account # 412 104 9456”

 

2. Section 8.5 shall be deleted in its entirety and replaced with the following:

 

“8.5Financial Assurance.In conjunction with execution of Amendment No. 8 to the Contract, Buyer has entered into, in favor of Seller, a Revolving Letter of Credit from a U.S. band approved by Seller, in the form substantially similar to Exhibit “C” attached hereto and incorporated herein, in the amount of five hundred fifty thousand  dollars ($550,000).  Seller may from time to time, in its sole and reasonable discretion, require an increase of the Revolving Letter of Credit to account for material increases in the Unit Price as a result of the P-5 WTI postings.  If such Revolving Letter of Credit increase is not received by Seller within ten (10) business Days from the demand therefor, then Seller at its option may suspend performance of this Contract immediately.  In addition, if Buyer, within fifteen (15) Days’ notice from Seller, has not paid all past due obligations under this Contract or has failed to provide a requested Revolving Letter of Credit increase, Seller may terminate this Contract immediately.”

 

3. Exhibit “A-7” shall be replaced in its entirety with Exhibit “A-8”, attached hereto, and any references in the Contract to Exhibit “A”, Exhibit “A-1”, Exhibit “A-2”, Exhibit “A-3”, Exhibit “A-4”, Exhibit “A-5”, Exhibit “A-6”, Exhibit “A-7” and Exhibit “B” will now be referred to as Exhibit “A-8”.

 

All other terms and conditions contained in the Contract shall remain in full force and effect.

 

IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment No. 8 to be executed by their duly authorized representatives effective as of October 1, 2016.

 

“Buyer”

 

 

 

“Seller”

Resolute Natural Resources Company, LLC

 

 

 

Kinder Morgan CO2 Company, L.P.

 

 

 

 

 

 

 

 

By:

  /s/ Patrick Flynn

 

 

 

By:

 

/s/ Jesse Arenivas

 

Name:

  Patrick Flynn

 

 

 

 

Name:

 

  Jesse Arenivas

 

Title:

  Vice President

 

 

 

 

Title:

 

  President

 

Date:

  11/1/2016

 

 

 

 

Date:

 

  11/29/2016

 


 

EXHIBIT A-8

TO THE

PRODUCT SALE AND PURCHASE CONTRACT

BY AND BETWEEN

RESOLUTE NATURAL RESOURCES COMPANY

AND

KINDER MORGAN CO2 COMPANY, L.P.

 

 

Contract Year

Number of Days

Daily Contract Quantity in Mcf

Annual Contract Quantity in Mcf

Annual Contract Quantity in Bcf

Jul-07

31

6,000

186,000

0.186

Aug-07

31

5,497

170,407

0.170

Sep-07

30

11,344

340,320

0.340

Oct-07

31

25,200

781,200

0.781

Nov-07

30

24,889

746,670

0.747

Dec-07

31

24,445

757,795

0.758

2008

366

32,245

11,801,670

11.802

2009

365

50,000

18,250,000

18.250

Jan-Aug 2010

243

41,000

9,963,000

9.963

Sep-Dec 2010

122

45,000

5,490,000

5.490

2011

365

58,000

21,170,000

21.170

2012

366

48,000

17,568,000

17.568

2013

365

72,000

26,280,000

26.280

2014

365

55,000

20,075,000

20.075

2015

365

60,000

21,900,000

21.900

Jan-Sep 2016

274

45,000

12,330,000

12.330

Oct-Dec 2016

92

25,000

2,300,000

2.300

2017

365

25,000

9,125,000

9.125

2018

365

25,000

9,125,000

9.125

2019

365

 

-

-

2020

366

 

-

-

 

 

 

188,360,062

188.360