SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCH

Exhibit 10.7.1

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 [**].

When Recorded, Mail To:

Attn: DJ Land Manager

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

SECOND AMENDED AND RESTATED

GAS GATHERING AGREEMENT

 

SECOND AMENDED AND RESTATED

AGREEMENT ADDENDUM 01

▇▇▇▇▇ 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 Gas Gathering 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

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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 [**].

 

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 ▇▇▇▇▇ 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

 

 

		Except and excluding the ▇▇▇▇▇, leases and other acreage described in the property exhibits attached to the Releases of Dedication.
Individual Fee		$[**]/ MMBtu

 

Pressures
MAOP		500 psig
Target Pressure		150 psig

 

Deviations from Service Conditions (the specifications in this section supersede the applicable language from Article 7)

NONE

 

Additional Revisions
Section 5.4(d)(ii) is hereby amended as follows:		Section 5.4(d)(ii) is of no force and effect in the ▇▇▇▇▇ Ranch Individual System.

 

Agreement Addendum 01 – Page 2

Second Amended and Restated Gas Gathering Agreement

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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 [**].

 

Section 6.2(c) is hereby amended as follows:		Section 6.2(c) is of no force and effect in the ▇▇▇▇▇ Ranch Individual System.

 

Notices and Payments
Notice Address – General Matters & Correspondence		Midstream Co:   Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:       Chief Financial Officer                        ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Telephone:     (▇▇▇) ▇▇▇-▇▇▇▇ Email:             ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇   Producer:   Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Director of USO Finance,                  ▇▇▇▇▇▇ Free Telephone:   (▇▇▇) ▇▇▇-▇▇▇▇ Email:       ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

 

Agreement Addendum 01 – Page 3

Second Amended and Restated Gas Gathering Agreement

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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 – Operational Matters		Midstream Co:   Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:       Chief Operating Officer                        ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Telephone:      (▇▇▇) ▇▇▇-▇▇▇▇ Email:             ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇   Producer:   Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:       Vice President – DJ Business Unit                         ▇▇▇▇ ▇▇▇▇▇▇▇▇
Notice Address – Force Majeure and Marketing interruptions		Midstream Co:   Midstream Co c/o Noble Midstream Services, LLC Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention:       Natural Gas Marketing Department   Producer:   Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:       Director of USO Finance,                        ▇▇▇▇▇▇ Free Telephone:       (▇▇▇) ▇▇▇-▇▇▇▇ Email:     ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

 

Agreement Addendum 01 – Page 4

Second Amended and Restated Gas Gathering Agreement

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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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:     Ian Dams Telephone:   (▇▇▇) ▇▇▇-▇▇▇▇ Email:  ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇   Producer:   ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:       Director of Revenue Accounting                        ▇▇▇▇ ▇▇▇▇▇▇▇ Telephone:     (▇▇▇) ▇▇▇-▇▇▇▇ Email:       ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Payments by Electronic Funds Transfer		Midstream Co:   ABA for wire: ▇▇▇▇▇▇▇▇▇ ABA for ACH: ▇▇▇▇▇▇▇▇▇ Account Number: 780161720 Account Name: Colorado River DevCo LP Financial Institution: ▇▇ ▇▇▇▇▇▇ Bank Swift: ▇▇▇▇▇▇▇▇   Producer:   ABA/Routing Number:   ▇▇▇▇▇▇▇▇▇ Account Number:   08805135066 Account Name:   Noble Energy, Inc. Financial Institution: ▇▇ ▇▇▇▇▇▇ Bank Swift: ▇▇▇▇▇▇▇▇
Marketing Notice – Midstream Co		Attention:      Gas Marketing Department                       ▇▇▇▇▇ ▇▇▇▇▇▇▇ Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(End of Agreement Addendum 01)

 

Agreement Addendum 01 – Page 5

Second Amended and Restated Gas Gathering Agreement

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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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Executive Vice President

 

STATE OF TEXAS		)
		)		ss.
COUNTY OF ▇▇▇▇▇▇		)

The foregoing instrument was acknowledged before me this 26th day of April, 2016, by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation.

 

 

Agreement Addendum 01 – Signature Page 1

Second Amended and Restated Gas Gathering Agreement

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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
						▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
						Chief Executive Officer

 

STATE OF TEXAS		)
		)		ss.
COUNTY OF ▇▇▇▇▇▇		)

The foregoing instrument was acknowledged before me this 26th day of April, 2016 by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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.

 

 

Agreement Addendum 01 – Signature Page 2

Second Amended and Restated Gas Gathering Agreement