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.
Exhibit 10.1
AMENDMENT NO. 8
Product Sale and Purchase Contract
Dated July 1, 2007
By and between
Resolute Natural Resources Company, LLC
and
▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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:
▇▇▇▇▇▇ ▇▇▇▇▇▇ CO2 Company, ▇.▇.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇ #▇▇▇ ▇▇▇ ▇▇▇
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 |
|
|
|
▇▇▇▇▇▇ ▇▇▇▇▇▇ CO2 Company, L.P. |
|||||||
|
|
|
|
|
|
|
|
|
||||
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
By: |
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
||||
|
Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
Name: |
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
||||
|
Title: |
Vice President |
|
|
|
Title: |
|
President |
||||
|
Date: |
11/1/2016 |
|
|
|
Date: |
|
11/29/2016 |
||||
TO THE
PRODUCT SALE AND PURCHASE CONTRACT
BY AND BETWEEN
RESOLUTE NATURAL RESOURCES COMPANY
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 |