SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 WELLS RANCH
Exhibit 10.18.1
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
FRESH WATER SERVICES AGREEMENT
AGREEMENT ADDENDUM 01
XXXXX RANCH
This 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 Fresh Water 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 | |
| Dedication Area | The Xxxxx 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 | |
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 [**].
| Township |
Range |
Sections |
||||
| T7N | R64W | 31-36 | ||||
| T7N | R63W | 31-36 | ||||
| T6N | R64W | ALL | ||||
| T6N | R63W | ALL | ||||
| T6N | X00X | 0-00, 00-00, 00-00 | ||||
| X0X | X00X | 0-00, 00-00 | ||||
| X0X | X00X | XXX | ||||
| X0X | X00X | 00 | ||||
| X0X | X00X | 1-6, 10-15, 22-27, 34-36 |
| . | Except and excluding the xxxxx, leases, and other acreage described in the property exhibits attached to the Releases of Dedication. | |
| Individual First Phase Rate | $[**] / Barrel | |
| Individual Second Phase Fee | [**]. | |
| Maximum BPM Rate | 110 | |
| Additional Revisions | ||
| Section 2.3 | In addition to the Producer’s reservations in Section 2.3, Producer further reserves to itself the right to provide transportation by truck of Fresh Water from the Xxxxx Ranch Ponds to facilities outside of Xxxxx Ranch, and further reserves the right to transport Fresh Water by truck. | |
Agreement Addendum 01 – Page 2
Second 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 [**].
| Notices and Payments | ||
| Notice Address – General Matters & Correspondence | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC 0000 Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attention: Chief Financial Officer Xxxx X. Xxxxxxx, XX Telephone: (000) 000-0000 Email: Xxxx.Xxxxxxx@xxxxxxxxx.xxx
Producer:
Noble Energy, Inc. 0000 Xxxxxxxx, Xxx 0000 Xxxxxx, XX 00000 Attention: Director of USO Finance, Xxxxxx Free Telephone: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxx.xxx | |
| Notice Address – Operational Matters, Force Majeure and Delivery interruptions | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC 0000 Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attention: Chief Operating Officer Xxxx X. Xxxxxxxxx Telephone: (000) 000-0000 Email: Xxxx.Xxxxxxxxx@xxxxxxxxx.xxx
Producer:
Noble Energy, Inc. 0000 Xxxxxxxx, Xxx 0000 Xxxxxx, XX 00000 Attention: Vice President – DJ Business Unit Xxxx Xxxxxxxx | |
Agreement Addendum 01 – Page 3
Second 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 – Invoicing Matters | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC 0000 Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attention: Ian Dams Telephone: (000) 000-0000 Email: xxx.xxxx@xxxxxxxxx.xxx
Producer:
0000 Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attention: Director of Revenue Accounting Xxxx Xxxxxxx Telephone: (000) 000-0000 Email: Xxxx.Xxxxxxx@xxxxxxxxx.xxx | |
| Payments by Electronic Funds Transfer | Midstream Co:
ABA for wire: 000000000 ABA for ACH: 000000000 Account Number: 780161720 Account Name: Colorado River DevCo LP Financial Institution: XX Xxxxxx Bank Swift: XXXXXX00
Producer:
ABA/Routing Number: 000000000 Account Number: 08805135066 Account Name: Noble Energy, Inc. Financial Institution: XX Xxxxxx Bank Swift: XXXXXX00 | |
(End of Agreement Addendum 01)
Agreement Addendum 01 – Page 4
Second 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/ Xxxx X. Xxxxxxxxxx | |
| Xxxx X. Xxxxxxxxxx | ||
| Executive Vice President | ||
| STATE OF TEXAS | ) | |||
| ) | ss. | |||
| COUNTY OF XXXXXX | ) |
The foregoing instrument was acknowledged before me this 26th day of April, 2016 by Xxxx X. Xxxxxxxxxx as Executive Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation.
| /s/ Xxxxxx X. Xxxxxx |
| Notary Public in and for the State of Texas |
Agreement Addendum 01 – Signature Page 1
Second 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 [**].
| “Midstream Co” | ||
| COLORADO RIVER DEVCO LP
By: Colorado River DevCo GP LLC By: Noble Midstream Services, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx | ||
| Chief Executive Officer | ||
| STATE OF TEXAS | ) | |||
| ) | ss. | |||
| COUNTY OF XXXXXX | ) |
The foregoing instrument was acknowledged before me this 26th day of April, 2016 by Xxxxx X. Xxxxxxx as Chief Executive Officer of Noble Midstream Services, LLC, 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/ Xxxxxx Xxxxxx |
| Notary Public in and for the State of Texas |
Agreement Addendum 01 – Signature Page 2
Second Amended and Restated Fresh Water Services Agreement
