UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 27, 2022
Evolve Transition Infrastructure LP
(Exact name of registrant as specified in its charter)
Delaware | 001-33147 | 11-3742489 |
(State or other jurisdiction of | (Commission | (IRS Employer |
incorporation) | File Number) | Identification No.) |
1360 Post Oak Blvd, Suite 2400 | |
Houston, TX | 77056 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 783-8000 |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Units representing limited partner interests | SNMP | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As previously disclosed, on August 30, 2021, Catarina Midstream LLC, a Delaware limited liability company (“Catarina Midstream”), and wholly owned subsidiary of Evolve Transition Infrastructure LP, a Delaware limited partnership (the “Partnership”), initiated a non-administered arbitration against SN Catarina LLC, a Delaware limited liability company (“SN Catarina”), pursuant to the International Institute for Conflict Prevention & Resolution Non-Administered Arbitration Rules (the “Catarina Arbitration”), wherein Catarina Midstream asserts claims for declaratory judgment and breach of contract arising from SN Catarina failing to pay increased tariff rates for interruptible throughput volumes from the eastern portion of Mesquite Energy, Inc.’s, a Delaware corporation (formerly known as Sanchez Energy Corporation) (“Mesquite”), acreage position in Dimmit, La Salle and Webb counties in Texas (“Eastern Catarina”) and its refusal to pay the incremental infrastructure fee since July 2021.
SN Catarina filed a counterclaim in the Catarina Arbitration against Catarina Midstream alleging (i) Catarina Midstream’s June 24, 2021 tariff rate increase, and its two prior tariff rate increases under the Firm Gathering and Process Agreement, dated as of October 14, 2015, by and between Catarina Midstream and SN Catarina and subsidiary of Mesquite, which was amended effective June 30, 2017 (as amended, the “Catarina Gathering Agreement”), constitute breaches of the Catarina Gathering Agreement, and (ii) Catarina Midstream’s continued addition of the incremental infrastructure fee on a month-to-month basis after March 31, 2018 constitutes an additional breach of the Catarina Gathering Agreement.
Mesquite and SN Catarina also initiated adversary proceeding 21-03931 (MI) (the “Mesquite Adversary”) against the Partnership and Catarina Midstream in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), wherein Mesquite and SN Catarina seek recharacterization of the Partnership’s 2015 acquisition of Catarina Midstream and its gathering system from Mesquite as a disguised financing.
Item 1.01 Entry into a Material Definitive Agreement.
Settlement Agreement
On May 27, 2022 (the “Execution Date”), in order to resolve the various claims, defenses, causes of action, and other disputes between and among SN Catarina, Catarina Midstream, Mesquite, the Partnership, Evolve Transition Infrastructure GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), SP Holdings, LLC, a Texas limited liability company and the sole member of the General Partner (“SP Holdings”), and SN Operating LLC (“SN Operating,” collectively, with SN Catarina, Catarina Midstream, Mesquite, the Partnership, the General Partner, and SP Holdings, the “Settlement Parties”), including the Catarina Arbitration and the Mesquite Adversary, the Settlement Parties entered into that certain Settlement Agreement (the “Settlement Agreement”).
In the Settlement Agreement, the Settlement Parties agreed, among other things, to the following actions and agreements effective as of the Execution Date: (i) to promptly and diligently seek a stay of all deadlines and proceedings in both the Catarina Arbitration and the Mesquite
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Adversary, in each case, pending the effectiveness of releases to be executed by each Settlement Party and delivered to each other Settlement Party within five (5) days after the Effective Date (as defined below), in the form attached as Exhibit A to the Settlement Agreement (the “Releases”), (ii) that the Tolling Period (as defined in the Settlement Agreement) shall not be included in computing any statute of limitations or statute of repose for any claim or cause of action subject to the Releases (the “Tolled Claims”), nor will the Tolling Period be considered in support of other listed defenses in the Settlement Agreement, including lawsuits or actions involving Tolled Claims, and (iii) concurrently with the execution of the Settlement Agreement, SN Catarina and SN Operating will file with the Bankruptcy Court a motion pursuant to Rule 9019 of the Bankruptcy Rules seeking the Approval Order on an expedited basis (the “9019 Motion”). The 9019 Motion was filed with the Bankruptcy Court on the Execution Date.
The Settlement Parties agreed, among other things, to take the following actions within five (5) days after the date on which the Bankruptcy Court enters a final, non-appealable order pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, approving the Settlement Agreement, including the Releases included therein, unless an earlier date is mutually agreed upon by the Parties following an order of the Bankruptcy Court granting the 9019 Motion but prior to the time such 9019 Motion becomes final and non-appealable (the “Effective Date”): (i) to execute and deliver their respective Releases, (ii) upon mutual exchange of all Releases, SN Catarina shall deliver $10,000,000.00 cash to an account or accounts designated by Catarina Midstream, (iii) to have the Partnership execute and deliver to Mesquite the Assignment Agreement, in the form attached as Exhibit B to the Settlement Agreement, pursuant to which the Partnership will assign to Mesquite any claims of the Partnership arising out of or related to the conduct alleged in Sanchez Oil & Gas Corp., et al. v. Terra Energy Partners LLC, et al., Cause No. 2016-18909 (Dist. Ct., Harris County, Texas, 11th Jud’l Dist.), and (iv) to have the Settlement Parties sign and submit stipulations of dismissal, or such other documents as may be required, to effectuate dismissal of the Catarina Arbitration and the Mesquite Adversary with prejudice, and no Settlement Party shall object to any such dismissals.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Amended and Restated Firm Gathering and Processing Agreement
On the Execution Date, Catarina Midstream and SN Catarina entered into that certain Amended and Restated Firm Gathering and Processing Agreement (the “A&R Gathering Agreement”). The A&R Gathering Agreement amends and restates in its entirety the Catarina Gathering Agreement. The A&R Gathering Agreement provides for, among other things, (i) a new dedication of Eastern Catarina, whereas only the western portion of such acreage (“Western Catarina”) was dedicated under the Catarina Gathering Agreement, (ii) different established gathering and processing fee rates for existing production on Western Catarina or Eastern Catarina consistent with rates charged and paid until June 2021 as well as new rates for new production from the Dedicated Acreage (as defined in the A&R Gathering Agreement) or from the Subject Wells (as defined in the A&R Gathering Agreement), and (iii) new obligations with respect to pressure limitations at certain measurement points attributable to SN Catarina or Catarina Midstream and with respect to FL&U (as defined in the A&R Gathering Agreement).
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The foregoing description of the A&R Gathering Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Gathering Agreement Side Letter
Concurrently with the execution of the A&R Gathering Agreement, Catarina Midstream and SN Catarina entered into a side letter agreement, dated May 27, 2022 (the “Gathering Agreement Side Letter”), pursuant to which SN Catarina agreed to (i) seek dismissal with prejudice of the proceeding initiated by SN Catarina and SN Operating, LLC with the Texas Railroad Commission on February 18, 2022, (ii) make a one-time payment to Catarina Midstream of $4,443,248, and (iii) pay an amount equal to $687,333 representing the difference between the amount paid by SN Catarina for services for the month of April 2022 and the amount that is due under the terms of the A&R Gathering Agreement.
The foregoing description of the Gathering Agreement Side Letter does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.3 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit |
10.1 | |
10.2* | |
10.3 | Letter Agreement, dated May 27, 2022, by and between SN Catarina, LLC, and Catarina Midstream, LLC. |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
_________________
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EVOLVE TRANSITION INFRASTRUCTURE LP | |||||||||||||
By: Evolve Transition Infrastructure GP LLC, | |||||||||||||
Date: May 31, 2022 | By: | /s/ Charles C. Ward | |||||||||||
Charles C. Ward | |||||||||||||
Chief Financial Officer and Secretary |
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Exhibit 10.1
Execution Version
SETTLEMENT AGREEMENT
This Settlement Agreement (this “Agreement”) is made as of May 27, 2022 (the “Execution Date”), by and among (a) SN Catarina, LLC (“SN Catarina”), (b) Catarina Midstream, LLC (“Catarina Midstream”), (c) Mesquite Energy, Inc. (formerly known as Sanchez Energy Corporation) (“Mesquite”), (d) Evolve Transition Infrastructure LP (formerly known as Sanchez Midstream Partners, LP) (“Evolve”), (e) Evolve Transition Infrastructure GP LLC (“Evolve GP”), (f) SP Holdings, LLC (“SP Holdings”), and (g) SN Operating, LLC (“SN Operating”). Each of SN Catarina, Catarina Midstream, Mesquite, Evolve, Evolve GP, SP Holdings, and SN Operating may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in section 1.1 of this Agreement.
RECITALS
WHEREAS, SN Catarina has rights to explore and produce oil and gas on certain Eagle Ford Shale properties in Dimmit and Webb Counties, Texas and are referred to as the “Catarina” properties;
WHEREAS, Catarina Midstream and SN Catarina are each a party to the Catarina Gathering Agreement pursuant to which Catarina Midstream provides certain wellhead gathering, transportation, processing, and other services to SN Catarina with respect to the Catarina oil and gas assets;
WHEREAS, Catarina Midstream commenced the Arbitration for damages and declaratory relief concerning the rights of each party to the Catarina Gathering Agreement and SN Catarina asserted counterclaims on September 20, 2021, seeking damages and its own declaration of rights;
WHEREAS, on October 15, 2021, Mesquite and SN Catarina commenced the Adversary Proceeding seeking certain relief relating to the transaction pursuant to which SN Catarina transferred Catarina Midstream to Evolve and certain payments made by SN Catarina to Catarina Midstream thereafter;
WHEREAS, certain disputes exist between and among the Parties relating to, inter alia, the proper interpretation of the Catarina Gathering Agreement and the rates charged by Catarina Midstream prior to April 1, 2022; and
WHEREAS, the Parties have agreed to a global resolution among them in order to resolve the various claims, defenses, causes of action, and other disputes among them on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties, covenants, releases, and other agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, on the terms and subject to the conditions of this Agreement, the Parties hereby agree as follows:
“9019 Motion” has the meaning set forth in Section 2.2.1(a).
“Adversary Proceeding” means the adversary proceeding commenced in the Bankruptcy Cases by Mesquite and SN Catarina against Evolve and Catarina Midstream, Adversary Proceeding No. 21-03931 (MI).
“Approval Order” means a final, non-appealable order of the Bankruptcy Court, entered pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, approving this Agreement, including the Releases set forth in Exhibit A hereto.
“Arbitration” means the arbitration initiated by Catarina Midstream against SN Catarina on August 30, 2021, pursuant to the International Institute For Conflict Prevention & Resolution Non-Administered Arbitration Rules and relating to the Catarina Gathering Agreement, including all claims and counterclaims asserted therein.
“Bankruptcy Cases” means the chapter 11 cases of the Debtors pending before the Bankruptcy Court, styled In re Sanchez Energy Corporation, et al., Case No. 19-34508 (MI) (Bankr. S.D. Tex.) (Jointly Administered).
“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas.
“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure.
“Catarina Gathering Agreement” means that certain Firm Gathering and Processing Agreement, dated as of October 14, 2015, by and between SN Catarina, as Producer, and Catarina Midstream, as Gatherer, as amended by that certain Amendment No. 1 to Firm Gathering and Processing Agreement, executed on June 30, 2017 but effective as of April 1, 2017, and as amended and restated as of the Execution Date.
“Catarina Midstream” means Catarina Midstream, LLC, a wholly-owned direct subsidiary of Evolve.
“Causes of Action” has the meaning set forth in the Plan.
“Creditor Representative” means the Lien-Related Litigation Creditor Representative as defined in the Plan.
“Effective Date” has the meaning set forth in Section 4.1.
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“Evolve” means Evolve Transition Infrastructure LP (formerly known as Sanchez Midstream Partners, LP).
“Mesquite” means Mesquite Energy, Inc. (formerly known as Sanchez Energy Corporation).
“Plan” means the Second Amended Joint Chapter 11 Plan of Reorganization of Sanchez Energy Corporation and its Debtor Affiliates, dated as of April 30, 2020 [DKT. #1205], as amended or modified from time to time.
“Releases” means the releases to be given by each Party pursuant to this Agreement and in the form attached hereto as Exhibit A.
“SN Catarina” means SN Catarina, LLC.
“SN Operating” means SN Operating, LLC.
“Termination Option” means the termination option set forth in Section 5.1.2.
Exhibit A Form of Releases
Exhibit BForm of Terra Assignment
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Whenever any term or condition, whether express or implied, of any Exhibit conflicts with or is at variance with any term or condition of the body of this Agreement, the terms and conditions of the body of this Agreement will prevail to the extent of such conflict or variance.
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any Party hereto may immediately terminate this Agreement upon written notice to the other Parties, provided that such terminating party nor any of its affiliates have materially breached this Agreement. Termination of this Agreement pursuant to Section 5.1.2 shall be without penalty or payment obligation, unless the terminating party or any of its affiliates have materially breached this Agreement.
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Mesquite Energy, Inc.
700 Milam Street
Suite 600
Houston, Texas 77002
Attention: Gregory Kopel
Email: gkopel@mesquite-energy.com
With a copy (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention: Marshall R. King
Email: mking@gibsondunn.com
Catarina Midstream, LLC
c/o Evolve Transition Infrastructure LP
1360 Post Oak Blvd, Suite 2400
Houston, TX 77056
Attn: Chief Financial Officer
Email: cward@evolvetransition.com
With a copy (which shall not constitute notice) to:
600 Travis Street, Suite 4200
Houston, Texas 77002
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Attention: M. Kaylan Dunn and Phil Haines
Email: kaylandunn@huntonak.com and phaines@huntonak.com
and
Susman Godfrey LLP
1000 Louisiana, Suite 5100
Houston, TX 77002
Attention: Neal Manne and Rob Safi
Email: nmanne@susmangodfrey.com and rsafi@susmangodfrey.com
Stonepeak Catarina Holdings LLC
600 Travis Street, Suite 6550
Houston, Texas 77002
Attention: Claire Campbell
Email: campbell@stonepeak.com
[Signature pages follow]
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MESQUITE ENERGY, INC.
By:/s/ Cameron W. George
Name: Cameron W. George
Title: Chief Executive Officer
SN CATARINA, LLC
By:/s/ Cameron W. George
Name: Cameron W. George
Title: Chief Executive Officer
SN OPERATING, LLC
By:/s/ Cameron W. George
Name: Cameron W. George
Title: Chief Executive Officer
[Signature Page to Settlement Agreement]
EVOLVE TRANSITION INFRASTRUCTURE GP LLC
By: /s/ Charles C. Ward
Name: Charles Ward
Title: Chief Financial Officer and Secretary
EVOLVE TRANSITION INFRASTRUCTURE LP
By: Evolve Transition Infrastructure GP LLC,
its general partner
By: /s/ Charles C. Ward
Name: Charles Ward
Title: Chief Financial Officer and Secretary
CATARINA MIDSTREAM, LLC
By: Evolve Transition Infrastructure LP,
its sole member
By: Evolve Transition Infrastructure GP LLC,
its general partner
By: /s/ Charles C. Ward
Name: Charles Ward
Title: Chief Financial Officer and Secretary
[Signature Page to Settlement Agreement]
SP HOLDINGS, LLC | |
By: | Stonepeak Catarina Holdings, LLC, |
| |
By: | Stonepeak Texas Midstream Holdco LLC, its managing member |
| |
By: | Stonepeak Catarina Upper Holdings, LLC its managing member |
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By: | Stonepeak Infrastructure Fund (Orion AIV) LP, its managing member |
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By: | Stonepeak Associates LLC, its general partner |
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By: | Stonepeak GP Holdings LP, its sole member |
| |
By: | Stonepeak GP Investors LLC, |
| |
By: | Stonepeak GP Investors Manager LLC, |
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By: | /s/ Jack Howell |
| Name: Jack Howell |
| Title: Senior Managing Director |
[Signature Page to Settlement Agreement]
Exhibit A
Form of Releases
Exhibit A - 1
mutual RELEASE AGREEMENT
This Mutual Release Agreement is made and entered into as of May [__], 2022 by and among (a) Mesquite Energy, Inc. (formerly known as Sanchez Energy Corporation) (“Mesquite”), (b) SN Catarina, LLC (“SN Catarina”), (c) SN Operating LLC (“SN Operating,” and together with Mesquite and SN Catarina (the “Mesquite Parties”), (d) Evolve Transition Infrastructure LP (formerly known as Sanchez Midstream Partners, LP) (“Evolve”), (e) Catarina Midstream, LLC (“Catarina Midstream”), (f) Evolve Transition Infrastructure GP LLC (“Evolve GP”), and (g) SP Holdings, LLC (“SP Holdings,” and together with Evolve, Catarina Midstream, and Evolve GP, the “Evolve Parties”). Each of the Mesquite Parties and the Evolve Parties may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
In consideration of the representations, warranties, covenants, releases, and other agreements contained herein and in the Settlement Agreement entered into by the Parties on May 27, 2022 (the “Settlement Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Mesquite Parties’ Releases. Each of the Mesquite Parties, on behalf of themselves and each of their respective current and former officers, directors, managers, principals, members, shareholders, partners, investors, employees, subsidiaries,1 affiliates, divisions, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, other professionals, estates, predecessors, successors and assigns, in each case, solely in their capacity as such, does hereby fully, finally, completely, and absolutely RELEASE, ACQUIT, and FOREVER DISCHARGE the Evolve Parties and each of their respective current and former officers, directors, managers, principals, members, shareholders, partners, investors, employees, subsidiaries, affiliates, divisions, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, other professionals, estates, predecessors, successors and assigns, in each case, solely in their capacity as such (collectively, the “Evolve Releasees”), of and from any and all actions, causes of action, as that term is generally understood, Causes of Action, as that term is defined in the Second Amended Joint Chapter 11 Plan of Reorganization of Sanchez Energy Corporation and its Debtor Affiliates, dated as of April 30, 2020 [DKT. #1205], as amended or modified from time to time (the “Plan”), suits, debts, dues, sums of money, accounts, reckonings, contracts, damages, judgments, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, including, but not limited to claims that were or could have been asserted in (a) the adversary proceeding commenced in the Bankruptcy Cases by Mesquite and SN Catarina against Evolve and Catarina Midstream, Adversary Proceeding No. 21-03931 (MI) (the “Adversary Proceeding”) or (b) the arbitration initiated by Catarina Midstream against SN Catarina on August 30, 2021, pursuant to the International Institute For Conflict Prevention & Resolution Non-Administered Arbitrations Rules, including all claims and counterclaims asserted therein (the “Arbitration”), which the Mesquite Parties ever had, now have, or hereafter can, shall, or may have, against any of the Evolve Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through the Execution Date, as defined in the Settlement Agreement; provided, however,
1 For the avoidance of doubt, the Mesquite Parties’ Releases include releases on behalf of all Mesquite subsidiaries, including, but not limited to SN Palmetto, LLC; SN Marquis, LLC; SN Cotulla Assets, LLC; SN TMS, LLC; Rockin L Ranch Company, LLC; SN EF Maverick, LLC; SN Payables, LLC; and SN UR Holdings, LLC.
Exhibit A - 2
that nothing in this paragraph shall be deemed to release (i) any claims, defenses, or causes of action that have been or could be asserted against Carnero G&P, LLC (“Carnero”), (ii) any claims, defenses, or causes of action arising from pipeline operations or incidents occurring or discovered on or after the Execution Date, or (iii) claims against Antonio R. Sanchez, Jr., Antonio R. Sanchez, III, Patricio Sanchez, Eduardo Sanchez, Gerald Willinger, or Sanchez Oil & Gas Corp. solely in their capacity as former officers, directors, agents, employees, service providers, or advisors of the Debtors, as defined in the Plan, including such claims currently being tolled pursuant to (x) the Tolling Agreement dated as of August 8, 2021 by and between Mesquite, Antonio R. Sanchez, III, Gerald Willinger, Sanchez Oil & Gas Corp., Antonio R. Sanchez, Jr., Patricio Sanchez, and Eduardo Sanchez, or (y) the Tolling Agreement dated as of August 8, 2021 by and between Mesquite, Antonio R. Sanchez, Jr., Patricio Sanchez, and Eduardo Sanchez, in each case, as such agreement has been amended; for the avoidance doubt, the carveout in this subsection (iii) is not intended to preserve any claims against Antonio R. Sanchez, Jr., Antonio R. Sanchez, III, Patricio Sanchez, Eduardo Sanchez, or Gerald Willinger in their capacity as former officers, directors, agent, employees, service providers or advisors of the Evolve Parties. For the avoidance of doubt, nothing in this paragraph shall be deemed to release any claims, rights, or obligations that arise or exist from or after the Execution Date, as defined in the Settlement Agreement, including any such claims, rights, obligations arising under (a) the Amended and Restated Firm Gathering and Processing Agreement entered into by SN Catarina and Catarina Midstream on May 27, 2022 (the “Restated Gathering Agreement”), (b) the Gas Lift Agreement entered into by SN Catarina and Catarina Midstream on April 16, 2021 (the “Gas Lift Agreement”), (c) the Settlement Agreement, (d) the letter agreement entered into by SN Catarina and Catarina Midstream on May 27, 2022 concerning access to Catarina field office and allocation of shared costs (the “Field Office Agreement”), or (e) with respect to SN UR Holdings, LLC, in its capacity as Limited Partner of Evolve, that certain Third Amended and Restated Agreement of Limited Partnership of Evolve (as the same may be amended or supplemented, from time to time) or any applicable state or federal securities laws.
Evolve Parties’ Releases. Each of the Evolve Parties, on behalf of themselves and each of their respective current and former officers, directors, managers, principals, members, shareholders, partners, investors, employees, subsidiaries, affiliates, divisions, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, other professionals, estates, predecessors, successors and assigns, in each case, solely in their capacity as such, does hereby fully, finally, completely, and absolutely RELEASE, ACQUIT, and FOREVER DISCHARGE the Mesquite Parties and each of their respective current and former officers, directors, managers, principals, members, shareholders, partners, investors, employees, subsidiaries, affiliates, divisions, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, other professionals, estates, predecessors, successors and assigns, in each case, solely in their capacity as such (collectively, the “Mesquite Releasees”), of and from any and all actions, causes of action, as that term is generally understood, Causes of Action, as that term is defined in the Plan, suits, debts, dues, sums of money, accounts, reckonings, contracts, damages, judgments, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, including, but not limited to claims that were or could have been asserted in (a) the Adversary Proceeding or (b) the Arbitration, which the Evolve Parties ever had, now have, or hereafter can, shall, or may have, against any of the Mesquite Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through the Execution Date, as defined in the
Exhibit A - 3
Settlement Agreement; provided, however, that nothing in this paragraph shall be deemed to release (i) any claims, defenses, or causes of action that have been or could be asserted by Carnero, or (ii) any claims, defenses, or causes of action arising from pipeline operations or incidents occurring or discovered on or after the Execution Date. For the avoidance of doubt, nothing in this paragraph shall be deemed to release any claims, rights, or obligations that arise or exist from or after the Execution Date, as defined in the Settlement Agreement, including any such claims, rights, obligations arising under (a) the Restated Gathering Agreement, (b) the Gas Lift Agreement, (c) the Settlement Agreement, (d) the Field Office Agreement, or (e) with respect to SN UR Holdings, LLC, in its capacity as Limited Partner of Evolve, that certain Third Amended and Restated Agreement of Limited Partnership of Evolve (as the same may be amended or supplemented, from time to time) or any applicable state or federal securities laws.
[Signature pages follow]
Exhibit A - 4
MESQUITE ENERGY, INC.
By:
Name: Cameron W. George
Title: Chief Executive Officer
SN CATARINA, LLC
By:
Name: Cameron W. George
Title: Chief Executive Officer
SN OPERATING, LLC
By:
Name: Cameron W. George
Title: Chief Executive Officer
Exhibit A - 5
EVOLVE TRANSITION INFRASTRUCTURE GP LLC
By:
Name: Charles Ward
Title: Chief Financial Officer and Secretary
EVOLVE TRANSITION INFRASTRUCTURE LP
By: Evolve Transition Infrastructure GP LLC,
its general partner
By:
Name: Charles Ward
Title: Chief Financial Officer and Secretary
By: Evolve Transition Infrastructure LP,
its sole member
By: Evolve Transition Infrastructure GP LLC,
its general partner
By:
Name: Charles Ward
Title: Chief Financial Officer and Secretary
Exhibit A - 6
SP HOLDINGS, LLC | |
By: | Stonepeak Catarina Holdings, LLC, |
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By: | Stonepeak Texas Midstream Holdco LLC, its managing member |
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By: | Stonepeak Catarina Upper Holdings, LLC its managing member |
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By: | Stonepeak Infrastructure Fund (Orion AIV) LP, its managing member |
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By: | Stonepeak Associates LLC, its general partner |
| |
By: | Stonepeak GP Holdings LP, its sole member |
| |
By: | Stonepeak GP Investors LLC, |
| |
By: | Stonepeak GP Investors Manager LLC, |
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By: | |
| Name: Jack Howell |
| Title: Senior Managing Director |
Exhibit A - 7
Exhibit B
Form of Terra Assignment
Exhibit B - 1
Assignment Agreement
This Assignment Agreement (“Agreement”) dated as of the date set forth on the signature page hereof, is made by and between EVOLVE TRANSITION INFRASTRUCTURE, LP (formerly known as Sanchez Production Partners LP and Sanchez Midstream Partners, LP), a limited partnership organized under the laws of the State of Delaware (the “Assignor”), on the one hand, and MESQUITE ENERGY, INC. (formerly known as Sanchez Energy Corporation), a corporation organized under the laws of the State of Delaware (the “Assignee”), on the other hand.
As used herein, “Adverse Party” means each of Terra Energy Partners LLC, Benjamin “B.J.” Reynolds, Mark Mewshaw, and Wes Hobbs, together with their respective successors and assigns and any other Person added or joined to the Claim from time to time as a defendant or indemnitor or against whom proceedings are asserted or threatened even if such Person is not named or served, and in each case their respective Affiliates and successors.
As used herein, “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For this purpose, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.
As used herein, the “Claim” means: the action styled Sanchez Oil & Gas Corp., et al. v. Terra Energy Partners LLC, et al., Cause No. 2016-18909 (Dist. Ct., Harris County, Texas, 11th Jud’l Dist.) and any claims of the Assignor arising out of or related to the conduct alleged in such action. The Claim also includes any variations or expansions of the above claims by the addition of any claims and/or parties from time to time, as well as the following: (i) any and all related pre- and post-trial proceedings, processes or appeals (or pre- and post-hearing proceedings, processes or appeals, where applicable) in or in connection with such claim(s), including the pursuit of costs or post-judgment or post-arbitral award remedies; (ii) all proceedings seeking to appeal, challenge, confirm, enforce, modify, correct, vacate or annul a judgment or award, as well as proceedings on remand or retrial or rehearing; (iii) all ancillary, parallel or alternative dispute resolution proceedings and processes arising out of or related to the acts or occurrences alleged in such claim(s) (including conciliation or mediation or court filings seeking discovery for or filed in aid of a contemplated or pending arbitration); (iv) re-filings or parallel filings of such claim(s), and any other legal, diplomatic or administrative proceedings or processes founded on the same or related underlying facts giving rise to or forming a basis for such claim(s); (v) ancillary or enforcement proceedings related to the facts or claims alleged from time to time or that could have been alleged in such claim(s) at any time; (vi) all arrangements, settlements, negotiations, or compromises made with any adverse party having the effect of resolving any of the claims against any adverse party that are or could be or could have been brought in such claim(s); and (vii) all rights to collect any damages or awards or otherwise exercise remedies in connection with any of the foregoing.
Exhibit B - 2
As used herein, “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity or governmental authority.
As used herein, “Transferred Rights and Liabilities” means all of the Assignor’s right, title and interest in, to and under and all liabilities of any kind whatsoever resulting from, arising out of or relating to the Claim, including any and all other rights of the Assignor with respect to any of the foregoing and any other rights, benefits, or liabilities of any kind which may now exist or come into existence with respect to any of the foregoing, including, but not limited to, the following:
(a) | any and all gross, pre-tax monetary awards, damages, recoveries, judgments or other property or value awarded to or recovered by or on behalf of (or reduced to a debt owed to) the Assignor on account or as a result or by virtue (directly or indirectly) of the Claim, whether pursuant to any settlement of the Claim or any collection and enforcement efforts with respect to the Claim, whether by negotiation, arbitration, mediation, diplomatic efforts, lawsuit, or otherwise; and includes all of the Assignor’s legal and/or equitable rights, title and interest in and/or to any of the foregoing, whether in the nature of ownership, lien, security interest or otherwise; and (ii) any consequential, rescissionary, statutory, exemplary, or punitive damages, pre-judgment interest (including damages comparable to pre-judgment interest), post-judgment interest, penalties, and attorneys’ fees and other fees and costs awarded or recovered on account thereof; all of the foregoing constitute Transferred Rights and Liabilities in any form, including cash, real estate, negotiable instruments, intellectual or intangible property, choses in action, contract rights, membership rights, subrogation rights, annuities, claims, refunds, and any other rights to payment of cash and/or transfer(s) of things of value or other property (including property substituted therefor), whether delivered or to be delivered in a lump sum or in installments, and from any and all sources; |
(b) | any and all actions, claims, suits, causes of action, proceedings, controversies, liabilities, obligations, rights, damages, demands, sums of money owed, or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable directly or derivatively, existing or hereafter arising, in law, equity, or otherwise, against one or more of the Adverse Parties and any of their Affiliates and representatives that in any way are based upon, arise out of or are related to the Claim; |
(c) | all proceeds of the foregoing (no matter the form of such proceeds); and |
(d) | all liabilities, debts, adverse claims, adverse judgements and obligations of Assignor, including those arising under any law (including the common law) or any rule or regulation of any governmental entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the Claim. |
In return for good and valuable consideration, including the resolution of disputes between the Assignor and Assignee unrelated to the Claim, the Assignor hereby unconditionally and
Exhibit B - 3
irrevocably assigns to the Assignee all of its right, title and interest in and to the Transferred Rights and Liabilities and Assignee hereby unconditionally and irrevocably accepts the assignment of such Transferred Rights and Liabilities (the “Assignment”). The Assignment shall be deemed an absolute and unconditional assignment by Assignor and assumption by Assignee of the Transferred Rights and Liabilities, and each and every right relating to the Transferred Rights and Liabilities (economic and otherwise), including the right to collect, enforce, settle, compromise, offer to settle, offer to compromise and satisfy the Transferred Rights and Liabilities.
Pursuant to the Assignment, the Assignor retains neither a duty nor a right to seek payment or obligation to make any payment (or otherwise), in each case, in respect of the Transferred Rights and Liabilities. The Assignee shall bear full responsibility for all collection activities, performance activities and payment activities with respect to the Transferred Rights and Liabilities.
Assignee shall protect, indemnify, hold harmless and defend assignor against any claims, suits, causes of action, proceedings, controversies, liabilities, obligations, DEBTS, rights, damages, demands, sums of money owed, or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable directly or derivatively, existing or hereafter arising, in law, equity, or otherwise, RESULTING FROM, arising out of or related to the CLAIM AND TRANSFERRED ASSETS AND LIABILITIES.
The Assignor shall reasonably cooperate with the Assignee in all matters pertaining to collecting and enforcing the Transferred Rights and Liabilities, provided that such cooperation shall be at the sole expense of the Assignee.
The Assignor and Assignee each agrees to execute, acknowledge and deliver all such further certificates, instruments and other documents, and take all such further action as may be reasonably necessary or appropriate to effect the Assignment and allow the Assignee to secure all actual and potential benefits and assume all actual and potential liabilities of the Assignment.
Neither this Agreement nor the Assignment can be waived or modified in any manner except by a written agreement signed by the Assignor and the Assignee.
This Agreement shall be effective as of the date of execution hereof and shall continue in full force and effect indefinitely.
This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise) shall be governed by, the law of the State of Texas (without reference to any choice of
Exhibit B - 4
law doctrine that would have the effect of causing this Agreement to be construed in accordance with or governed by the law of any other jurisdiction).
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT (A) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
[Signature page follows]
Exhibit B - 5
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of May [__], 2022.
| Assignor: EVOLVE TRANSITION INFRASTRUCTURE LP By: Evolve Transition Infrastructure GP LLC, By: Name: Charles Ward Title: Chief Financial Officer and Secretary |
| Assignee: MESQUITE ENERGY, INC. By: Name: Cameron W. George Title: Chief Executive Officer |
| |
Exhibit B - 6
Certain portions of this exhibit (indicated by “[***]”)
have been omitted pursuant to Item 601(b)(10) of
Regulation S-K. Such excluded information is not material
and would likely cause competitive harm to the registrant
if publicly disclosed.
Exhibit 10.2
Execution Version
AMENDED AND RESTATED
FIRM GATHERING AND PROCESSING AGREEMENT
This Amended and Restated Firm Gathering and Processing Agreement (this “Agreement”), dated as of May 27, 2022 (the “Signing Date”), but effective for all purposes as of 12:00 a.m. April 1, 2022 (the “Effective Date”), is by and between SN Catarina, LLC, a Delaware limited liability company (“Producer”), and Catarina Midstream, LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Producer and Gatherer entered into that certain Firm Gathering and Processing Agreement (the “Original Gathering Agreement”), dated as of October 14, 2015 (the “Original Effective Date”) pursuant to which Gatherer provides certain gathering, transportation, and processing services to Producer;
WHEREAS, the Original Gathering Agreement was subsequently amended by that certain Amendment No. 1 to Firm Gathering and Processing Agreement, dated as of June 30, 2017 (the “First Amendment” and, the Original Gathering Agreement, as amended by the First Amendment, the “Prior Gathering Agreement”); and
WHEREAS, pursuant to Section 17.3 of the Prior Gathering Agreement, the Parties desire to amend and restate the Prior Gathering Agreement in its entirety in accordance with the terms of this Agreement, effective on the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gatherer and Producer hereby agree as follows:
“ACH” means Automated Clearing House or any successor thereto.
“Affiliate” means, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. Notwithstanding anything to the contrary herein, in no event shall Gatherer, Evolve or any of their subsidiaries be deemed to be an Affiliate of Producer, Mesquite Energy or any of their subsidiaries.
“Agreement” has the meaning set forth in the preamble.
“AGA” means American Gas Association.
“ANSI” means American National Standards Institute.
“API” means American Petroleum Institute.
“Applicable Law” means, with respect to any Person, all laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals, licenses and permits, directives and requirements of all Governmental Authorities, including all official interpretations thereof by any such Governmental Authorities, as in effect at any time or from time to time and, in each case, applicable to or binding upon such Person.
“Assumed Obligations” has the meaning set forth in Article 13.
“Barrel” and “Bbl” mean 42 U.S. liquid Gallons.
“BLS” has the meaning set forth in Section 5.3.
“Btu” means a British thermal unit, which is the amount of heat required to raise the temperature of one pound of pure water from fifty-nine degrees (59°) Fahrenheit to sixty degrees (60°) Fahrenheit.
“Business Day” means any Day on which the Federal Reserve member banks in Houston, Texas are open for business.
“Central Prevailing Time” means Central Standard Time or Central Daylight Time in effect in Houston, Texas, as in effect at the time of determination.
“CGP” means a central gathering point directly connected to the Gathering System, as such points are specified on Exhibit A hereto and any other points added from time to time and mutually agreed by the Parties in writing. Exhibit A shall be deemed to be amended from time to time to add additional CGPs in accordance with the terms of Section 3.7.
“Change in Law” means (i) the adoption, promulgation, repeal or modification after the Effective Date of any Applicable Law, (ii) the imposition after the Effective Date of any term or condition in connection with the issuance, renewal, extension, replacement or modification of any approval of any Governmental Authority that establishes new, additional or modified requirements for the operation of the Gathering System, (iii) the non-approval or non-renewal of any approval of any Governmental Authority, or the renewal of the same on terms more onerous for Gatherer than originally issued, other than as a result of Gatherer’s action or inaction in violation of
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Applicable Law, or (iv) any other restrictions or restraints imposed by Applicable Law after the Effective Date that were not in effect on or prior to the Effective Date; provided that, “Change in Law” shall not apply to taxes or tax laws of any kind (whether imposed by the United States, the State of Texas or any other Governmental Authority or imposed on or measured by income, gross receipts, assessed value, the provision of gathering or other services hereunder or otherwise).
“Compression Fuel” means the quantity of Gas (expressed in Mcf) utilized in Gatherer’s operation of the Gathering System, including field compression facilities for fuel and other uses, including fuel equivalents and use requirements.
“Control” (including its derivatives and similar terms) means (a) with respect to any Person, possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of any such relevant Person by ownership of voting interest, by contract or otherwise; provided, however, that solely having the power to act as the operator of a Person’s day-to-day commercial operations, without otherwise having the direct or indirect power to direct or cause the direction of the management and policies of such Person, shall not satisfy the foregoing definition of “Control” and (b) with respect to any Products or water, such Products or water with respect to which Producer has the contractual right or obligation (pursuant to a marketing, gathering, transportation, processing, agency, operating, unit or similar agreement) to market, gather, transport or process such Products or water and Producer elects or is obligated to market, gather, transport or process such Products or water.
“COPAS” means Council of Petroleum Accountants Society.
“CPI” has the meaning set forth in Section 5.3.
“Cubic Feet” or “Cubic Foot” means the volume of Gas, corrected for water vapor, which occupies one cubic foot of space at a temperature of sixty degrees (60°) Fahrenheit and an absolute pressure of 14.73 pounds psia.
“Day” means the period of time beginning at 9:00 a.m. Central Prevailing Time on any calendar day and ending at 9:00 a.m. Central Prevailing Time on the calendar day immediately following.
“Dedicated Acreage” means: (i) at all times from the Original Effective Date, Producer’s acreage as described on Exhibit C - Part 1(a), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments in existence as of the Original Effective Date and at any time between the Original Effective Date and the Effective Date, and (ii) effective as of the Effective Date, Producer’s acreage as described on Exhibit C - Part 1(b), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments.
“Dedicated Deeds” means Producer’s mineral deeds covering any portion of the Dedicated Acreage, now existing or hereafter acquired, including those mineral deeds set forth on Exhibit C - Part 2 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, that such mineral deeds cover the Dedicated Acreage.
“Dedicated Instruments” means the Dedicated Deeds and the Dedicated Leases.
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“Dedicated Leases” means Producer’s mineral leases covering any portion of the Dedicated Acreage, now existing or hereafter acquired, as such mineral leases may be in effect during the Term, including those mineral leases set forth on Exhibit C – Part 3 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, such mineral leases cover the Dedicated Acreage.
“Dedicated Products” means, subject to Section 3.1(a), Producer’s Products that are produced from any well(s) located on the Dedicated Acreage.
“Default” has the meaning set forth in Section 14.1.
“Delivery Point(s)” means the points specified as “Delivery Points” on Exhibit A attached hereto and any other points that may be added from time to time and mutually agreed by the Parties in writing. Exhibit A shall be deemed to be amended from time to time to add additional Delivery Points in accordance with the terms of Section 3.7.
“Disconnect” has the meaning set forth in Section 17.6.
“Disputing Party” has the meaning set forth in Section 5.4.
“Disruption” has the meaning set forth in Section 3.4.
“Drilling Plan” has the meaning set forth in Section 3.10 .
“Eastern Catarina” means the eastern portion of the Dedicated Acreage as described on Exhibit C – Part 1(d), attached hereto and made a part hereof.
“EBB” has the meaning set forth in Section 6.1.
“Effective Date” has the meaning set forth in the preamble.
“EFM” means electronic flow measurement system.
“Emissions” means any gaseous, liquid, solid or other substance emitted by the Gathering System. Emissions include, carbon dioxide, sulfur dioxide, nitrogen oxides, mercury and volatile organic material.
“Evolve” means Evolve Transition Infrastructure LP, a Delaware limited partnership and the sole member of Gatherer.
“Exhibit” and “Exhibits” have the meanings set forth in Section 1.3.
“Existing Production” means only those Producer’s Products owned or Controlled by Producer or any of its Affiliates that are produced and saved from the Dedicated Acreage from a well with a well name and API number listed on Exhibit G as of the Effective Date.
“Firm” means, with respect to those obligations of a Party pursuant to this Agreement that are designated as such, that such Party may interrupt its performance without liability only to the extent its performance is prevented by an event of Force Majeure or as otherwise specifically
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allowed for in this Agreement (including Section 14.2 or any curtailment by Gatherer pursuant to the terms of Section 3.5).
“First Amendment” has the meaning set forth in the recitals.
“FL&U” means the aggregate of (i) Producer’s pro rata share of Products that is lost and Products that are unaccounted for in the Gathering System; plus (ii) Producer’s share of Compression Fuel; plus (iii) Producer’s Gas used by Gatherer to generate electricity at the South Appraisal Separator (as shown on Exhibit F attached hereto). “FL&U” includes Products lost as a result of, but not limited to, leakage, venting or flaring, discrepancies due to meter inaccuracies or variations of temperature and/or pressure, and any Products that are unaccounted for (whether or not arising from the foregoing causes).
“FL&U Maximum” means, (i) [***]% with respect to any Month in which the average daily volumes of Producer’s Gas are less than [***] Mcf per day, and (ii) [***]% with respect to any Month in which the average daily volumes of Producer’s Gas are greater than [***] Mcf per day.
“Force Majeure” has the meaning set forth in Section 11.1.
“Future Projects” has the meaning set forth in Section 3.7.
“Gallon” means a United States gallon of two hundred thirty-one (231) cubic inches of liquid at sixty degrees (60°) Fahrenheit, and at the equivalent vapor pressure of the liquid.
“Gas” means natural gas produced from gas wells and gas produced in association with oil (casing head gas) from oil wells, and includes all hydrocarbons and non-hydrocarbons produced with the gas.
“Gatherer” has the meaning set forth in the preamble.
“Gatherer Group” means Gatherer, its Affiliates and each of their respective employees, officers, directors, partners, equityholders, members, managers, agents, representatives, contractors, sub-contractors, invitees and insurers.
“Gatherer HP Measurement Points” means the inlet to: (i) the CPF-A HP Separator, and (ii) the CPF-D HP Separator, as each is shown on the schematic in Exhibit F.
“Gatherer LP Measurement Points” means the inlet to: (i) the South Appraisal Separator, (ii) the CPF-A LP Separator, and (iii) the CPF-D LP Separator, as each is shown on the schematic in Exhibit F.
“Gatherer Pressure Measurement Points” means the Gatherer HP Measurement Points and the Gatherer LP Measurement Points.
“Gathering and Processing Fee” has the meaning set forth in Section 5.1.
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“Gathering System” means the gathering pipeline, transportation and processing system connecting the Receipt Points to the Delivery Point(s) and providing the gathering, transportation and processing services contemplated in this Agreement, as further initially depicted and described on Exhibit D and including, for the sake of clarity, any existing or additional CGPs, Delivery Points, Receipt Points and Future Projects.
“Governmental Authority” means any legislature, court, tribunal, arbitrator or arbitral body, authority, agency, commission, division, board, bureau, branch, official or other instrumentality of the U.S., or any domestic state, county, city, tribal or other political subdivision, governmental department or similar governing entity, and including any governmental, quasi-governmental or non-governmental body exercising similar powers of authority.
“GPA” means Gas Processors of America.
“Gross Heating Value” means the number of Btus produced by the combustion, on an as delivered basis and at a constant pressure, of the amount of the Gas which would occupy a volume of one (1) Cubic Foot at a temperature of sixty degrees (60°) Fahrenheit and at a pressure of fourteen and seventy-three hundredths (14.73) psia, with air of the same temperature and pressure as the Gas, when the products of combustion are cooled to the initial temperature of the Gas and air and when the water formed by combustion is condensed to the liquid state.
“Group” means Gatherer Group or Producer Group, as the context may dictate.
“Imbalance” has the meaning set forth in Section 6.5(a).
“Insolvency Event” means, with respect to any Person, such Person (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or a regulator, supervisor or similar official, in each case which is not dismissed, discharged, stayed or restrained in each case within fifteen (15) Days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, dissolution or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within fifteen (15) Days thereafter; (viii) causes or is subject to any event with respect to it that, under Applicable Law, has an analogous effect to any of the events specified in clauses (i) to (vii) above (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
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“MAOP” means the maximum allowable operating pressure at which the Gathering System may be operated, which may be different for different segments of the Gathering System.
“Maximum Daily Quantity” and “MDQ” mean, for any applicable Day, the lesser of (i) the sum of the Maximum Delivery Capacity of the Delivery Points on such Day and (ii) the sum of the Maximum Receipt Capacity of the Receipt Points on such Day.
“Maximum Delivery Capacity” means the maximum volume that Gatherer is obligated to deliver to each Delivery Point on any Day (beginning on the Effective Date), as specified in Exhibit A, as may be amended by mutual agreement of the Parties from time to time.
“Maximum Receipt Capacity” means the maximum volume that Gatherer is obligated to receive at any Receipt Point on any Day (beginning on the Effective Date), as specified on Exhibit A, as may be amended by mutual agreement of the Parties from time to time.
“Maximum Gathering Pressure” means, (i) with respect to the pressure at any of the Gatherer HP Measurement Points, a maximum pressure of [***] psig, and (ii) with respect to the pressure at any of the Gatherer LP Measurement Points, a maximum pressure of [***] psig, in each case, but not to exceed the MAOP, unless another maximum pressure(s) is agreed upon by the Parties in writing.
“Mcf” means 1,000 Cubic Feet of Gas.
“Mesquite Energy” means Mesquite Energy, Inc., a Delaware corporation and the parent company of Producer.
“Month” means a period beginning at 9:00 a.m. Central Prevailing Time on the first Day of a calendar month and ending at 9:00 a.m. Central Prevailing Time on the first Day of the calendar month immediately thereafter.
“NAESB” means North American Energy Standards Board, or its successors.
“Net Delivery Quantity” means the aggregate quantity of Gas and Oil equal to the aggregate quantity of Producer’s Products, stated in Mcf or Bbl, respectively, received by Gatherer at the Receipt Points, less (i) FL&U, (ii) Producer’s Gas consumed as Other System Fuel, and (ii) shrinkage attributable to Producer’s Condensate.
“New Production” means all Producer’s Products owned or Controlled by Producer or any of its Affiliates that are produced and saved from any well with a well name and API number that is not listed on Exhibit G as of the Effective Date.
“Non-Disputing Party” has the meaning set forth in Section 5.4.
“Oil” means a mixture of hydrocarbons that exist in a liquid state in natural underground reservoirs and that remain liquid at atmospheric pressure after passing through mechanical separating facilities.
“Original Effective Date” has the meaning set forth in the recitals.
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“Original Gathering Agreement” has the meaning set forth in the recitals.
“Other System Fuel” has the meaning set forth in Section 17.1(b).
“Party” or “Parties” has the meaning set forth in the preamble.
“Person” includes any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or Governmental Authority.
“Prior Gathering Agreement” has the meaning set forth in the recitals.
“Primary Term” has the meaning set forth in Section 9.1.
“Producer” has the meaning set forth in the preamble.
“Producer Group” means Producer, its Affiliates and each of their respective employees, officers, directors, partners, equityholders, members, managers, agents, representatives, contractors, sub-contractors, invitees and insurers.
“Producer Pressure Measurement Points” means the inlet to (i) the NC Boost Separator, and (ii) the SC Boost Separator, as each is shown on the schematic in Exhibit F.
“Producer’s Condensate” or “Condensate” means the liquid products of oil wells and gas wells resulting from condensation of petroleum hydrocarbons recovered as a result of separation or processing in the Gathering System or as a result of Gatherer’s operations hereunder.
“Producer’s Gas” means all Gas that is owned or Controlled by Producer or its Affiliates and produced and saved from, or attributable to, the Dedicated Acreage.
“Producer’s Maximum Gathering Pressure” means with respect to the pressure at any Producer Pressure Measurement Point, a maximum inlet pressure of [***] psig.
“Producer’s Oil” means all Oil that is owned or Controlled by Producer or its Affiliates and produced and saved from, or attributable to, the Dedicated Acreage.
“Producer’s Products” or “Products” means all Oil, Gas and other hydrocarbons (including all components contained therein and water therewith) that are owned or Controlled by Producer or its Affiliates and produced and saved from, or attributable to, the Dedicated Acreage.
“psia” means pounds per square inch absolute.
“psig” means pounds per square inch gauge.
“Receipt Point(s)” means the flange on the Gathering System for those points listed under the “Receipt Points” column on Exhibit A and any other points added from time to time and mutually agreed by the Parties; provided, Exhibit A shall be deemed to be amended from time to time to add additional Receipt Points required in connection with any Future Project approved in accordance with the terms of Section 3.7 .
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“Renewal Term” has the meaning set forth in Section 9.1.
“Representatives” has the meaning set forth in Section 17.5.
“Resolution Period” has the meaning set forth in Section 4.6 .
“Rules” has the meaning set forth in Section 15.2(a).
“Scheduled Quantity” means the quantity of Producer’s Products (expressed in Unit of Volume) to be received under this Agreement at each Receipt Point, subject to Producer’s compliance with the nomination procedures set forth in this Agreement.
“Signing Date” has the meaning set forth in the preamble.
“SN Operating” means SN Operating, LLC, a Texas limited liability company and Affiliate of Producer.
“Subject Well” has the meaning set forth in Section 3.7(a)(ii)(B).
“Term” has the meaning set forth in Section 9.1.
“Termination Notice” has the meaning set forth in Section 9.1.
“Third Party Commitments” has the meaning set forth in Section 3.1 (a).
“Unit of Volume” means as measured by the applicable commodity increment (Mcf or Barrel).
“Western Catarina” means the western portion of the Dedicated Acreage as described on Exhibit C – Part 1(c), attached hereto and made a part hereof.
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Exhibit A-Receipt Points (and CGPs); Delivery Point(s)
Exhibit B-Fees
Exhibit C - Part 1 -Dedicated Acreage
Exhibit C - Part 2 -Dedicated Deeds
Exhibit C - Part 3 -Dedicated Leases
Exhibit D-Gathering System
Exhibit E -Memorandum of Agreement
Exhibit F-Pressure Measurement Schematics
Exhibit G-Existing Wells
Whenever any term or condition, whether express or implied, of any Exhibit conflicts with or is at variance with any term or condition of the body of this Agreement, the latter will prevail to the extent of such conflict or variance.
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Except through the Gathering and Processing Fee or as otherwise expressly provided for in this Agreement (including in Section 3.7), Producer shall have no responsibility for the cost of the Gathering System or any facilities constructed or to be constructed by Gatherer.
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Other than pursuant to Section 3.7 below, Gatherer shall have no responsibility for the cost to construct or operate any facilities and equipment necessary to deliver Producer’s Products and water to the Receipt Points.
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The Parties stipulate and agree that the Gathering and Processing Fee detailed on Exhibit B: (i) is a commercially just and reasonable rate for the services and obligations of Gatherer hereunder, (ii) results from the exercise of each Party’s own free will, with full knowledge of, and
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legal advice regarding, the legal consequences thereof, (iii) the different rates set forth on Exhibit B below “Western Catarina Gathering Rates” and “Eastern Catarina Gathering Rates” are not discriminatory with respect to any service or specific acreage and taken as whole, such rates reflect an aggregate agreement for service across all of the Dedicated Acreage, and (iv) represents an arms-length negotiation among parties with equal bargaining power in which each party was at all times able to terminate such negotiations and not execute this Agreement. The Parties further covenant that neither Party shall bring any action in any forum asserting claims based on any of the foregoing items (i)-(iv) being untrue.
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Gatherer hereby acknowledges and agrees that nothing herein shall be deemed to obligate Producer to separate Gas from Producer’s Products and other hydrocarbons (including all components contained therein and water therewith) that are received and delivered at each Receipt Point.
Constituent or PropertyLimit
Sediment (excluding water)Not more than 4.0% by volume
Temperature Not more than 135°F
Hydrogen Sulfide Not more than 100 ppm
ViscosityNot to exceed 1.5 centistokes at 135°F
Total Sulphur Not more than 0.3% by weight
Organic Chlorides Not more than 1.5 ppm
Olefins Not more than 0.5%
MercaptansNot more than 0.025% by weight
Gatherer hereby acknowledges and agrees that nothing herein shall be deemed to obligate Producer to separate Oil from Producer’s Products and other hydrocarbons (including all components contained therein and water therewith) that are received and delivered at each Receipt Point.
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This Agreement, including, without limitation, any and all renewals, extensions, amendments and/or supplements hereto, will run with the land and will be binding upon and inure to the benefit of the successors and assigns of the parties hereto, provided that neither Party may assign or otherwise convey all or any portion of its right, title, or interest under this Agreement without obtaining the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned, or delayed, and any attempts to assign without such consent will be void. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Gatherer may assign this Agreement without Producer’s consent in connection with the sale or transfer of the Gathering System, and (iv) Producer may assign or partially assign this Agreement without Gatherer’s consent in connection with the sale or transfer of all or part of the Dedicated Acreage. If any transfer of this Agreement occurs, (a) the transferee (other than any grantee under any lien, pledge, encumbrance or security interest) shall assume in writing the obligations and liabilities of the transferor under this Agreement (the “Assumed Obligations”); (b) in the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of any transferee’s assumption of the Assumed Obligations if such assignee has a credit rating equal to or higher than Producer’s at the time of such sale or transfer, provided that Gatherer’s combined obligations to
35
Producer and to any partial transferee of Producer are no greater than Producer’s obligations prior to such transfer; and (c) no transfer or succession to the interest of Producer hereunder, wholly or partially, shall affect or bind Gatherer until the first of the month following the date Gatherer has received a copy of the recorded transfer document or other proof satisfactory to Gatherer that the claimant is legally entitled to such interest. If Producer is directly or indirectly acquired by a third party that, immediately prior to the closing of such acquisition, is not an Affiliate of Producer, then none of the wells, lands, or leases within the Dedicated Acreage owned (or under or otherwise subject to a third-party contract to be acquired) by the acquiring third party or it’s Affiliates shall become subject to this Agreement; provided, however, that Producer and Producer’s Products (excluding any Person that is not an Affiliate of Producer immediately prior to the closing of such acquisition) shall remain subject to this Agreement (including with respect to Section 2.6 ).
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Gatherer: | Catarina Midstream, LLC |
with a copy (which shall not constitute notice) to:
Hunton Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Attention: Philip Haines
Email: phaines@huntonak.com
Producer: | SN Catarina, LLC |
with a copy (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
Attention: James S. Robertson
Email: JRobertson@gibsondunn.com
Notwithstanding the foregoing of this Section 16.1, statements, bills and invoices may be delivered via email or other electronic means as may be agreed to between the Parties and nominations and changes thereto may be delivered pursuant to Section 6.1. Either Party may at any time and from time to time by written notice to the other Party designate different persons or addresses for notice.
Notices will be deemed received: (a) if sent by first class mail, three (3) Business Days after the postmark date when properly addressed and deposited in the United States mail, first class postage prepaid; (b) if sent by email, upon transmission so long as the sender does not receive an automatic system notification that such email was not deliverable; (c) if sent by commercial courier, upon the date of actual delivery as evidenced by the recipient’s written acknowledgment of receipt; and (d) if delivered personally, upon the date of actual delivery.
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(Signatures Follow on Next Page)
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first written above.
| GATHERER: |
| |
| CATARINA MIDSTREAM, LLC |
| |
By: | Evolve Transition Infrastructure LP, its sole member |
By: | Evolve Transition Infrastructure GP LLC, its general partner |
| |
By: | /s/ Charles C. Ward |
Name: | Charles Ward |
Title: | Chief Financial Officer and Secretary |
| PRODUCER: |
| |
| SN CATARINA, LLC |
| |
| |
By: | /s/ Cameron W. George |
Name: | Cameron W. George |
Title: | Chief Executive Officer |
Signature Page to Amended and Restated Firm Gathering and Processing Agreement
EXHIBIT A
Receipt Points (and CGPs); Delivery Point(s)
Western Catarina Receipt Points
Meter Number(s) | Receipt Point | Maximum Receipt Capacity | |
Flange of: | |||
Well Name | Pad | ||
42127337520100 | PILONCILLO A 01H | A01 | Design capacity limit |
42127370580000 | PILONCILLO A 01HX | A01 | Design capacity limit |
42127370590000 | PILONCILLO A 01HY | A01 | Design capacity limit |
42127370600000 | PILONCILLO A 01HZ | A01 | Design capacity limit |
42127337660100 | PILONCILLO A 02H | A02 | Design capacity limit |
42127370550000 | PILONCILLO A 02HY | A02 | Design capacity limit |
42127370560000 | PILONCILLO A 02HZ | A02 | Design capacity limit |
42127338430200 | PILONCILLO A 03H | A03/04 | Design capacity limit |
42127338440000 | PILONCILLO A 04H | A03/04 | Design capacity limit |
42127339600000 | PILONCILLO A 05H | A05 | Design capacity limit |
42127341090000 | PILONCILLO A 06HA | A06 | Design capacity limit |
42127341080000 | PILONCILLO A 06HB | A06 | Design capacity limit |
42127341100000 | PILONCILLO A 06HC | A06 | Design capacity limit |
42127341110000 | PILONCILLO A 06HD | A06 | Design capacity limit |
42127342970000 | PILONCILLO A 07HA | A07 | Design capacity limit |
42127342990000 | PILONCILLO A 07HB | A07 | Design capacity limit |
42127343000000 | PILONCILLO A 07HC | A07 | Design capacity limit |
42127343020000 | PILONCILLO A 07HD | A07 | Design capacity limit |
42127343820000 | PILONCILLO A 07HE | A07 | Design capacity limit |
42127365400000 | PILONCILLO A 07HG | A07 | Design capacity limit |
42127365410000 | PILONCILLO A 07HH | A07 | Design capacity limit |
42127365420000 | PILONCILLO A 07HI | A07 | Design capacity limit |
42127367930000 | PILONCILLO A 07HY | A07 | Design capacity limit |
42127367940000 | PILONCILLO A 07HZ | A07 | Design capacity limit |
42127343010000 | PILONCILLO A 08HA | A08 | Design capacity limit |
42127343030000 | PILONCILLO A 08HB | A08 | Design capacity limit |
42127343040000 | PILONCILLO A 08HC | A08 | Design capacity limit |
42127343050100 | PILONCILLO A 08HD | A08 | Design capacity limit |
42127369940000 | PILONCILLO A 08HE | A08 | Design capacity limit |
42127369950000 | PILONCILLO A 08HF | A08 | Design capacity limit |
42127370000000 | PILONCILLO A 08HG | A08 | Design capacity limit |
42127343060000 | PILONCILLO A 08HL | A08 | Design capacity limit |
42127345030000 | PILONCILLO A 09HW | A09 | Design capacity limit |
42127345140000 | PILONCILLO A 09HX | A09 | Design capacity limit |
42127345040000 | PILONCILLO A 09HY | A09 | Design capacity limit |
Exhibit A – Page 1
42127345050000 | PILONCILLO A 09HZ | A09 | Design capacity limit |
42127346800000 | PILONCILLO A 10HA | A10 | Design capacity limit |
42127346780000 | PILONCILLO A 10HB | A10 | Design capacity limit |
42127346790000 | PILONCILLO A 10HC | A10 | Design capacity limit |
42127346810000 | PILONCILLO A 10HD | A10 | Design capacity limit |
42127369270000 | PILONCILLO A 10HE | A10 | Design capacity limit |
42127369280000 | PILONCILLO A 10HF | A10 | Design capacity limit |
42127347290000 | PILONCILLO A 11HA | A11 | Design capacity limit |
42127347040000 | PILONCILLO A 11HB | A11 | Design capacity limit |
42127347030000 | PILONCILLO A 11HC | A11 | Design capacity limit |
42127347080000 | PILONCILLO A 11HD | A11 | Design capacity limit |
42127347240000 | PILONCILLO A 11HE | A11 | Design capacity limit |
42127347230000 | PILONCILLO A 11HF | A11 | Design capacity limit |
42127350240000 | PILONCILLO A 12HA | A12 | Design capacity limit |
42127350210000 | PILONCILLO A 12HB | A12 | Design capacity limit |
42127350230000 | PILONCILLO A 12HC | A12 | Design capacity limit |
42127370780000 | PILONCILLO A 12HD | A12 | Design capacity limit |
42127370790000 | PILONCILLO A 12HE | A12 | Design capacity limit |
42127370860000 | PILONCILLO A 12HU | A12 | Design capacity limit |
42127370870000 | PILONCILLO A 12HV | A12 | Design capacity limit |
42127370880000 | PILONCILLO A 12HW | A12 | Design capacity limit |
42127350250000 | PILONCILLO A 12HX | A12 | Design capacity limit |
42127350260000 | PILONCILLO A 12HY | A12 | Design capacity limit |
42127350290000 | PILONCILLO A 12HZ | A12 | Design capacity limit |
42127347310000 | PILONCILLO A 13HV | A13 | Design capacity limit |
42127347330000 | PILONCILLO A 13HW | A13 | Design capacity limit |
42127347320000 | PILONCILLO A 13HX | A13 | Design capacity limit |
42127347370000 | PILONCILLO A 13HY | A13 | Design capacity limit |
42127347400000 | PILONCILLO A 13HZ | A13 | Design capacity limit |
42127350890000 | PILONCILLO A 14HA | A14 | Design capacity limit |
42127350730000 | PILONCILLO A 14HB | A14 | Design capacity limit |
42127350740000 | PILONCILLO A 14HC | A14 | Design capacity limit |
42127350820000 | PILONCILLO A 14HD | A14 | Design capacity limit |
42127350850000 | PILONCILLO A 14HE | A14 | Design capacity limit |
42127378400000 | PILONCILLO A 14HX | A14 | Design capacity limit |
42127378420000 | PILONCILLO A 14HY | A14 | Design capacity limit |
42127378410000 | PILONCILLO A 14HZ | A14 | Design capacity limit |
42127347650000 | PILONCILLO A 15HL | A15 | Design capacity limit |
42127347660000 | PILONCILLO A 15HM | A15 | Design capacity limit |
42127347670000 | PILONCILLO A 15HW | A15 | Design capacity limit |
42127347680000 | PILONCILLO A 15HX | A15 | Design capacity limit |
42127347690000 | PILONCILLO A 15HY | A15 | Design capacity limit |
42127347700000 | PILONCILLO A 15HZ | A15 | Design capacity limit |
Exhibit A – Page 2
42127369290000 | PILONCILLO A 16HU | A16 | Design capacity limit |
42127369300000 | PILONCILLO A 16HV | A16 | Design capacity limit |
42127369310000 | PILONCILLO A 16HW | A16 | Design capacity limit |
42127369320000 | PILONCILLO A 16HX | A16 | Design capacity limit |
42127369330000 | PILONCILLO A 16HY | A16 | Design capacity limit |
42127369340000 | PILONCILLO A 16HZ | A16 | Design capacity limit |
42127372740000 | PILONCILLO A 18U | A18 | Design capacity limit |
42127372750000 | PILONCILLO A 18V | A18 | Design capacity limit |
42127372760000 | PILONCILLO A 18W | A18 | Design capacity limit |
42127372780000 | PILONCILLO A 18X | A18 | Design capacity limit |
42127372790000 | PILONCILLO A 18Y | A18 | Design capacity limit |
42127372800000 | PILONCILLO A 18Z | A18 | Design capacity limit |
42127369390100 | PILONCILLO A 23HA | A23 | Design capacity limit |
42127369400000 | PILONCILLO A 23HB | A23 | Design capacity limit |
42127373330000 | PILONCILLO A 23HC | A23 | Design capacity limit |
42127373340000 | PILONCILLO A 23HD | A23 | Design capacity limit |
42127373350000 | PILONCILLO A 23HE | A23 | Design capacity limit |
42127373360000 | PILONCILLO A 23HF | A23 | Design capacity limit |
42127373370000 | PILONCILLO A 23HG | A23 | Design capacity limit |
42127373380000 | PILONCILLO A 23HH | A23 | Design capacity limit |
42127369410000 | PILONCILLO A 23HX | A23 | Design capacity limit |
42127354470000 | PILONCILLO A 23HY | A23 | Design capacity limit |
42127354480000 | PILONCILLO A 23HZ | A23 | Design capacity limit |
42127354670000 | PILONCILLO A 24HY | A24 | Design capacity limit |
42127354690000 | PILONCILLO A 24HZ | A24 | Design capacity limit |
42127377560000 | PILONCILLO A 25HA | A25 | Design capacity limit |
42127377570000 | PILONCILLO A 25HB | A25 | Design capacity limit |
42127377580000 | PILONCILLO A 25HC | A25 | Design capacity limit |
42127377590000 | PILONCILLO A 25HD | A25 | Design capacity limit |
42127377600000 | PILONCILLO A 25HE | A25 | Design capacity limit |
42127372630000 | PILONCILLO A 25HX | A25 | Design capacity limit |
42127372640000 | PILONCILLO A 25HY | A25 | Design capacity limit |
42127372650000 | PILONCILLO A 25HZ | A25 | Design capacity limit |
42127373390000 | PILONCILLO A 28HA | A28 | Design capacity limit |
42127373400000 | PILONCILLO A 28HB | A28 | Design capacity limit |
42127373410000 | PILONCILLO A 28HC | A28 | Design capacity limit |
42127373420000 | PILONCILLO A 28HD | A28 | Design capacity limit |
42127373430000 | PILONCILLO A 28HE | A28 | Design capacity limit |
42127372820000 | PILONCILLO A 31HA | A31 | Design capacity limit |
42127372830000 | PILONCILLO A 31HB | A31 | Design capacity limit |
42127372840000 | PILONCILLO A 31HC | A31 | Design capacity limit |
42127372850000 | PILONCILLO A 31HD | A31 | Design capacity limit |
42127372860000 | PILONCILLO A 31HE | A31 | Design capacity limit |
Exhibit A – Page 3
42127375540000 | PILONCILLO A 41HW | A41 | Design capacity limit |
42127375550000 | PILONCILLO A 41HX | A41 | Design capacity limit |
42127375560000 | PILONCILLO A 41HY | A41 | Design capacity limit |
42127375570000 | PILONCILLO A 41HZ | A41 | Design capacity limit |
42127379250000 | PILONCILLO A 42HA | A42 | Design capacity limit |
42127379260000 | PILONCILLO A 42HB | A42 | Design capacity limit |
42127379270000 | PILONCILLO A 42HC | A42 | Design capacity limit |
42127379280000 | PILONCILLO A 42HD | A42 | Design capacity limit |
42127379050000 | PILONCILLO A 43HW | A43 | Design capacity limit |
42127379060000 | PILONCILLO A 43HX | A43 | Design capacity limit |
42127379070000 | PILONCILLO A 43HY | A43 | Design capacity limit |
42127379080000 | PILONCILLO A 43HZ | A43 | Design capacity limit |
42479410610100 | PILONCILLO D 01H | D01 | Design capacity limit |
42479412340000 | PILONCILLO D 03H | D03 | Design capacity limit |
42479432870000 | PILONCILLO D 03HB | D03 | Design capacity limit |
42479432880000 | PILONCILLO D 03HC | D03 | Design capacity limit |
42479420380000 | PILONCILLO D 03HM | D03 | Design capacity limit |
42479412160100 | PILONCILLO D 04H | D04 | Design capacity limit |
42479415960000 | PILONCILLO D 04HA | D04 | Design capacity limit |
42479415970000 | PILONCILLO D 04HB | D04 | Design capacity limit |
42479415980000 | PILONCILLO D 04HC | D04 | Design capacity limit |
42479415990000 | PILONCILLO D 04HD | D04 | Design capacity limit |
42479416000000 | PILONCILLO D 04HE | D04 | Design capacity limit |
42479412810000 | PILONCILLO D 05HA | D05 | Design capacity limit |
42479412820000 | PILONCILLO D 05HB | D05 | Design capacity limit |
42479412860000 | PILONCILLO D 05HY | D05 | Design capacity limit |
42479412850000 | PILONCILLO D 05HZ | D05 | Design capacity limit |
42479412510000 | PILONCILLO D 06HA | D06 | Design capacity limit |
42479413750000 | PILONCILLO D 06HB | D06 | Design capacity limit |
42479413510000 | PILONCILLO D 07HA | D07 | Design capacity limit |
42479413410000 | PILONCILLO D 07HB | D07 | Design capacity limit |
42479413520000 | PILONCILLO D 07HL | D07 | Design capacity limit |
42479413530000 | PILONCILLO D 07HM | D07 | Design capacity limit |
42479413420000 | PILONCILLO D 08HA | D08 | Design capacity limit |
42479413430000 | PILONCILLO D 08HB | D08 | Design capacity limit |
42479413440000 | PILONCILLO D 08HC | D08 | Design capacity limit |
42479432850000 | PILONCILLO D 08HD | D08 | Design capacity limit |
42479432890000 | PILONCILLO D 08HE | D08 | Design capacity limit |
42479432900000 | PILONCILLO D 08HF | D08 | Design capacity limit |
42479413460000 | PILONCILLO D 08HL | D08 | Design capacity limit |
42479432910000 | PILONCILLO D 08HY | D08 | Design capacity limit |
42479432920000 | PILONCILLO D 08HZ | D08 | Design capacity limit |
42479414120000 | PILONCILLO D 09HA | D09 | Design capacity limit |
Exhibit A – Page 4
42479414130000 | PILONCILLO D 09HB | D09 | Design capacity limit |
42479414140000 | PILONCILLO D 09HC | D09 | Design capacity limit |
42479414190000 | PILONCILLO D 09HD | D09 | Design capacity limit |
42479430560000 | PILONCILLO D 09HE | D09 | Design capacity limit |
42479430570000 | PILONCILLO D 09HF | D09 | Design capacity limit |
42479430580000 | PILONCILLO D 09HG | D09 | Design capacity limit |
42479430590000 | PILONCILLO D 09HH | D09 | Design capacity limit |
42479414520000 | PILONCILLO D 10HA | D10 | Design capacity limit |
42479414530000 | PILONCILLO D 10HB | D10 | Design capacity limit |
42479414540000 | PILONCILLO D 10HC | D10 | Design capacity limit |
42479414610000 | PILONCILLO D 10HL | D10 | Design capacity limit |
42479415100000 | PILONCILLO D 11HA | D11 | Design capacity limit |
42479415080000 | PILONCILLO D 11HB | D11 | Design capacity limit |
42479415090200 | PILONCILLO D 11HC | D11 | Design capacity limit |
42479415110000 | PILONCILLO D 11HD | D11 | Design capacity limit |
42479416180000 | PILONCILLO D 12HA | D12 | Design capacity limit |
42479416130000 | PILONCILLO D 12HB | D12 | Design capacity limit |
42479416170000 | PILONCILLO D 12HC | D12 | Design capacity limit |
42479416140000 | PILONCILLO D 12HD | D12 | Design capacity limit |
42479416820000 | PILONCILLO D 13HA | D13 | Design capacity limit |
42479416870000 | PILONCILLO D 13HB | D13 | Design capacity limit |
42479416880000 | PILONCILLO D 13HC | D13 | Design capacity limit |
42479433140000 | PILONCILLO D 13HD | D13 | Design capacity limit |
42479433150000 | PILONCILLO D 13HE | D13 | Design capacity limit |
42479416720000 | PILONCILLO D 14HA | D14 | Design capacity limit |
42479416730000 | PILONCILLO D 14HB | D14 | Design capacity limit |
42479416740000 | PILONCILLO D 14HW | D14 | Design capacity limit |
42479416750000 | PILONCILLO D 14HX | D14 | Design capacity limit |
42479416760000 | PILONCILLO D 14HY | D14 | Design capacity limit |
42479416660000 | PILONCILLO D 14HZ | D14 | Design capacity limit |
42479416980000 | PILONCILLO D 15HA | D15 | Design capacity limit |
42479416990000 | PILONCILLO D 15HB | D15 | Design capacity limit |
42479417000000 | PILONCILLO D 15HC | D15 | Design capacity limit |
42479417010000 | PILONCILLO D 15HD | D15 | Design capacity limit |
42479417320000 | PILONCILLO D 16HA | D16 | Design capacity limit |
42479417330000 | PILONCILLO D 16HB | D16 | Design capacity limit |
42479432030000 | PILONCILLO D 16HC | D16 | Design capacity limit |
42479433550000 | PILONCILLO D 16HE | D16 | Design capacity limit |
42479432050000 | PILONCILLO D 16HY | D16 | Design capacity limit |
42479432060000 | PILONCILLO D 16HZ | D16 | Design capacity limit |
42479418120000 | PILONCILLO D 17HA | D17 | Design capacity limit |
42479418140000 | PILONCILLO D 17HB | D17 | Design capacity limit |
42479418130000 | PILONCILLO D 17HC | D17 | Design capacity limit |
Exhibit A – Page 5
42479418150000 | PILONCILLO D 17HD | D17 | Design capacity limit |
42479418170000 | PILONCILLO D 17HE | D17 | Design capacity limit |
42479418180000 | PILONCILLO D 17HF | D17 | Design capacity limit |
42479421360000 | PILONCILLO D 17HW | D17 | Design capacity limit |
42479421370000 | PILONCILLO D 17HX | D17 | Design capacity limit |
42479421320000 | PILONCILLO D 17HY | D17 | Design capacity limit |
42479421380000 | PILONCILLO D 17HZ | D17 | Design capacity limit |
42479420330000 | PILONCILLO D 18HA | D18 | Design capacity limit |
42479420280000 | PILONCILLO D 18HB | D18 | Design capacity limit |
42479420370000 | PILONCILLO D 18HC | D18 | Design capacity limit |
42479420290000 | PILONCILLO D 18HD | D18 | Design capacity limit |
42479420300000 | PILONCILLO D 18HE | D18 | Design capacity limit |
42479420320000 | PILONCILLO D 18HF | D18 | Design capacity limit |
42479429610000 | PILONCILLO D 18HG | D18 | Design capacity limit |
42479429620000 | PILONCILLO D 18HH | D18 | Design capacity limit |
42479429650000 | PILONCILLO D 18HI | D18 | Design capacity limit |
42479429630000 | PILONCILLO D 18HJ | D18 | Design capacity limit |
42479429660000 | PILONCILLO D 18HK | D18 | Design capacity limit |
42479420980000 | PILONCILLO D 19HA | D19 | Design capacity limit |
42479421000000 | PILONCILLO D 19HB | D19 | Design capacity limit |
42479421010000 | PILONCILLO D 19HC | D19 | Design capacity limit |
42479421020000 | PILONCILLO D 19HD | D19 | Design capacity limit |
42479421030000 | PILONCILLO D 19HE | D19 | Design capacity limit |
42479431040000 | PILONCILLO D 19HG | D19 | Design capacity limit |
42479431060000 | PILONCILLO D 19HH | D19 | Design capacity limit |
42479431070000 | PILONCILLO D 19HI | D19 | Design capacity limit |
42479431750000 | PILONCILLO D 19HZ | D19 | Design capacity limit |
42479422070000 | PILONCILLO D 20HA | D20 | Design capacity limit |
42479422080000 | PILONCILLO D 20HB | D20 | Design capacity limit |
42479422100000 | PILONCILLO D 20HD | D20 | Design capacity limit |
42479422110000 | PILONCILLO D 20HE | D20 | Design capacity limit |
42479422120000 | PILONCILLO D 20HV | D20 | Design capacity limit |
42479422130000 | PILONCILLO D 20HW | D20 | Design capacity limit |
42479422060000 | PILONCILLO D 20HX | D20 | Design capacity limit |
42479422140000 | PILONCILLO D 20HY | D20 | Design capacity limit |
42479422150000 | PILONCILLO D 20HZ | D20 | Design capacity limit |
42479416780100 | PILONCILLO D 21HA | D21 | Design capacity limit |
42479416790000 | PILONCILLO D 21HB | D21 | Design capacity limit |
42479416800000 | PILONCILLO D 21HC | D21 | Design capacity limit |
42479416810000 | PILONCILLO D 21HD | D21 | Design capacity limit |
42479422260000 | PILONCILLO D 22HA | D22 | Design capacity limit |
42479422340000 | PILONCILLO D 22HB | D22 | Design capacity limit |
42479422270000 | PILONCILLO D 22HC | D22 | Design capacity limit |
Exhibit A – Page 6
42479422280000 | PILONCILLO D 22HD | D22 | Design capacity limit |
42479422290000 | PILONCILLO D 22HE | D22 | Design capacity limit |
42479422300000 | PILONCILLO D 22HF | D22 | Design capacity limit |
42479422310000 | PILONCILLO D 22HX | D22 | Design capacity limit |
42479422320000 | PILONCILLO D 22HY | D22 | Design capacity limit |
42479422330000 | PILONCILLO D 22HZ | D22 | Design capacity limit |
42479417830000 | PILONCILLO D 23HA | D23 | Design capacity limit |
42479417840000 | PILONCILLO D 23HB | D23 | Design capacity limit |
42479417850000 | PILONCILLO D 23HC | D23 | Design capacity limit |
42479417860000 | PILONCILLO D 23HD | D23 | Design capacity limit |
42479417870000 | PILONCILLO D 23HE | D23 | Design capacity limit |
42479417880000 | PILONCILLO D 23HF | D23 | Design capacity limit |
42479417780000 | PILONCILLO D 24HA | D24 | Design capacity limit |
42479417790000 | PILONCILLO D 24HB | D24 | Design capacity limit |
42479417930000 | PILONCILLO D 24HC | D24 | Design capacity limit |
42479417800000 | PILONCILLO D 24HD | D24 | Design capacity limit |
42479417810000 | PILONCILLO D 24HE | D24 | Design capacity limit |
42479417820000 | PILONCILLO D 24HZ | D24 | Design capacity limit |
42479423870000 | PILONCILLO D 25HA | D25 | Design capacity limit |
42479423990000 | PILONCILLO D 25HB | D25 | Design capacity limit |
42479423970000 | PILONCILLO D 25HC | D25 | Design capacity limit |
42479423880000 | PILONCILLO D 25HD | D25 | Design capacity limit |
42479423980000 | PILONCILLO D 25HE | D25 | Design capacity limit |
42479423890000 | PILONCILLO D 25HF | D25 | Design capacity limit |
42479422870000 | PILONCILLO D 26HA | D26 | Design capacity limit |
42479422880000 | PILONCILLO D 26HB | D26 | Design capacity limit |
42479422890100 | PILONCILLO D 26HC | D26 | Design capacity limit |
42479422900000 | PILONCILLO D 26HD | D26 | Design capacity limit |
42479429790000 | PILONCILLO D 26HN | D26 | Design capacity limit |
42479429760000 | PILONCILLO D 26HO | D26 | Design capacity limit |
42479429800000 | PILONCILLO D 26HP | D26 | Design capacity limit |
42479423030000 | PILONCILLO D 26HT | D26 | Design capacity limit |
42479423090000 | PILONCILLO D 26HU | D26 | Design capacity limit |
42479423040000 | PILONCILLO D 26HV | D26 | Design capacity limit |
42479423050000 | PILONCILLO D 26HW | D26 | Design capacity limit |
42479423060000 | PILONCILLO D 26HX | D26 | Design capacity limit |
42479423070000 | PILONCILLO D 26HY | D26 | Design capacity limit |
42479423080000 | PILONCILLO D 26HZ | D26 | Design capacity limit |
42479433860000 | PILONCILLO SWD D 1D | PILONCILLO SWD D 1D | Design capacity limit |
Eastern Catarina Receipt Points
Exhibit A – Page 7
For purposes of this section of Exhibit A, Receipt Points are the flanges closest to the point where flow from a given line commingles with flow from another pipeline or header. Such flanges are described below. For clarity, these Receipt Points are downstream of the related isolation valve, if present.
Receipt Point | Latitude/ Longitude |
Flange of: | |
F5/300 to manifold D | Latitude 28.183265, |
F5/100 to manifold D | Latitude 28.183265, |
E3/E4/100 to manifold D | Latitude 28.183265, |
E1/400 to D1-400 | Latitude 28.172093, Longitude -99.604984 |
C1/C4-400 to Transfer 200/300 lines near North Appraisal | Latitude 28.259518, Longitude -99.616122 |
B1/100 to manifold A | Latitude 28.266375, Longitude -99.617618 |
B1/300 to manifold A | Latitude 28.266375, Longitude -99.617618 |
Exhibit A – Page 8
Delivery Points
Meter Number(s) | Delivery Point | Maximum Delivery Capacity |
| Inlet of: | |
0969045-10 | SOUTH-CPF-D1 | Design capacity limit |
0984505-10 | SHELL TO DOS HERMANAS IC | Design capacity limit |
0984505-20 | SHELL TO DOS HERMANAS | Design capacity limit |
EF1-11721 | SWEPI NORTH #1 | Design capacity limit |
EF1-11722 | SWEPI MIDDLE #2 | Design capacity limit |
EF1-11723 | SWEPI SOUTH #3 | Design capacity limit |
1-8028 | Shell A Inlet to LX 16” | Design capacity limit |
1-8029 1-8039 4043651 4043652 | Shell B Inlet to LX 16” South Appraisal to T2 Carnero A Carnero D - Harrison | Design capacity limit Design capacity limit Design capacity limit Design capacity limit |
Shell 1A | SW Segue A | Design capacity limit |
Shell 1D SWD | SW Segue D CPF-D | Design capacity limit Design capacity limit |
Exhibit A – Page 9
EXHIBIT B
Fees
Gathering and Processing Fee (based on the aggregate quantity of Producer’s Products, stated in Unit of Volume delivered by Gatherer at all Delivery Points):
Western Catarina Gathering Rates
[***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
Eastern Catarina Gathering Rates
Existing Production:
[***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
Gathering Rates for New Production from the Dedicated Acreage
Subject to Section 3.7(a), [***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
Gathering Rates for New Production from the Subject Wells
[***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
EXHIBIT C
Part 1(a) – Dedicated Acreage
EXHIBIT C
Part 1(b) – Dedicated Acreage
EXHIBIT C
Part 1(c) – Western Catarina
EXHIBIT C
Part 1(d) – Eastern Catarina
EXHIBIT C
Part 2 – Dedicated Deeds
Mineral Deed from Dan J. Harrison, III, as Grantor, to P Ranch Working Interest, LLC, as Grantee, dated May 12, 2010, covering 42,262.28 acres of land, more or less, situated in Dimmit, Webb and La Salle Counties, Texas, a Memorandum of which is recorded in Volume 386, Page 797 of the Deed Records of Dimmit County, Texas, in Volume 2946, Page 165 of the Deed Records of Webb County, Texas, and in Volume 505, Page 435 of the Deed Records of La Salle County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
Mineral Deed from BFH Mining, Ltd., as Grantor, to P Ranch Working Interest, LLC, as Grantee, dated May 12, 2010, covering 42,262.28 acres of land, more or less, situated in Dimmit, Webb and La Salle Counties, Texas, a Memorandum of which is recorded in Volume 386, Page 526 of the Deed Records of Dimmit County, Texas, in Volume 2943, Page 303 of the Deed Records of Webb County, Texas, and in Volume 505, Page 170 of the Deed Records of La Salle County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
EXHIBIT C
Part 3 – Dedicated Leases
Oil and Gas Lease by and between Harrison Interests, Ltd. and P Ranch Working Interest, LLC dated May 12, 2010, a memorandum of which is recorded in Volume 386, Page 510 of the Official Records of Dimmit County, Texas, in Volume 2943, Page 294 of the Official Records of Webb County, Texas, and in Volume 505, Page 161 of the Deed Records of La Salle County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
Oil, Gas and Mineral Lease by and between the Risken Family Trust, Susan L. Westergren, Trustee, and SWEPI LP dated March 20, 2013, Texas, recorded in Volume 466, Page 396, Official Records of Dimmit County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
EXHIBIT D
Gathering System
Pipelines
NOMINAL SIZE | LENGTH (ft) | PIPELINE NAME | ORIGIN PAD | TERMINATES |
---|---|---|---|---|
6 | 1,992 | A11H-400-LP | A11H | A3/A4 Tie-In |
8 | 63,641 | A12H-200-LP | A12H | MANIFOLD A |
8 | 63,414 | A12H-100-LP | A12H | MANIFOLD A |
8 | 731 | A14H-100-HP | A14H | A6-300 Tie-In |
8 | 4,670 | A14H-700-LP | A14H | A8H Pad |
8 | 436 | A18H-700-LP | A18H | A3/A4-400-Tie-in |
8 | 20,082 | A1H-400-LP | A1H | NORTH APPRAISAL CPF |
8 | 2,893 | A23H-100-HP | A23H | D5H-100-Tie-in |
4 | 2,995 | A23H-300-LP | A23H | A3/4H-400-Tie-In |
8 | 3,426 | A23H -700-LP | A23H | D5-100 Tie-In |
8 | 4,171 | A24H-700-LP | A24H | A3/4H |
8 | 2,312 | A24H-700-LP | A24H | A12H-200-Tie-in |
4 | 3,877 | A25H-300-LP | A25H | A3/4H-400-Tie-In |
8 | - | A25H-100-HP | A25H | D5H-100-Tie-in |
8 | 594 | A2H-700-LP | A2H | NORTH APPRAISAL CPF |
8 | 27,674 | A3/A4H-400-LP | A3/A4H | A1H-400-LP Tie In |
4 | 439 | A43H-300-LP | A43H | A5H-400-Tie-in |
8 | 439 | A43H-100-HP | A43H | A5H-400-Tie-in |
6 | 29,958 | A5H-400-LP | A5H | NORTH APPRAISAL CPF |
Exhibit D – Page 1
NOMINAL SIZE | LENGTH (ft) | PIPELINE NAME | ORIGIN PAD | TERMINATES |
---|---|---|---|---|
8 | 10,941 | A6H-700-LP | A6H | A3/A4 -400-Tie-in |
12 | 32,578 | A6H-300-HP | A6H | MANIFOLD A |
8 | 1,708 | A8H-700-LP | A8H | A5-400 Tie-In |
8 | 794 | A9H -700-LP | A9H | A12-100 Tie-In |
8 | 4,650 | CPF D1 SUPPLY-200-LP | CPF D1 SUPPLY | MANIFOLD D |
12 | 4,643 | CPF D1 SUPPLY-300-LP | CPF D1 SUPPLY | MANIFOLD D |
12 | 4,691 | CPF-A to NORTH APPRAISAL 12" | CPF-A | NORTH APPRAISAL |
12 | 1,774 | CPF-A to MANIFOLD A-300 12" | CPF-A | MANIFOLD A |
8 | 1,769 | CPF-A to MANIFOLD A-100 8" | CPF-A | MANIFOLD A |
8 | 1,769 | CPF-A to MANIFOLD A-200 8" | CPF-A | MANIFOLD A |
8 | 685 | D11H-700-LP | D11H | D6-100 Tie-In |
8 | 8,554 | D12H-700-LP | D12H | D16H Tie-in |
8 | 319 | D13H-700-LP | D13H | D6-100 Tie-In |
8 | 6,748 | D14H-700-LP | D14H | D2H-100-Tie-in |
8 | 30,566 | D16H(A)-100-HP | D16H(A) | MANIFOLD D |
12 | 30,590 | D16H(B)-300-LP | D16H(B) | MANIFOLD D |
8 | 30,617 | D16H(C)-200-HP | D16H(C) | MANIFOLD D |
8 | 685 | D17H-100-HP | D17H | D6(A) Tie-In |
8 | 1,373 | D18H-700-LP | D18H | D19-700 Tie-In |
8 | 7,392 | D19H-100-HP | D19H | D2H-100-Tie-in |
8 | 25,340 | D1H-400-LP | D1H | A1H Pad |
8 | 4,013 | D1W1-100-LP | D1W1 | CPF-D |
Exhibit D – Page 2
NOMINAL SIZE | LENGTH (ft) | PIPELINE NAME | ORIGIN PAD | TERMINATES |
---|---|---|---|---|
8 | 1,048 | D20H-100-HP | D20H | D2 Tie-In |
8 | 205 | D21H-700-LP | D21H | D6 Tie-In |
8 | 2,204 | D24H-700-LP | D24H | D16-100-Tie-in |
12 | 7,895 | D26H-300-LP | D26H | A3/A4 Pad |
8 | 10,613 | D26H-700-LP | D26H | D19H Tie-in |
6 | 28,921 | D2H-400-LP | D2H | D1H-400-LP Tie In |
8 | 23,558 | D2H(A)-100-HP | D2H(A) | MANIFOLD D |
12 | 23,562 | D2H(B)-300-LP | D2H(B) | MANIFOLD D |
8 | 8,479 | D3H-300-LP | D3H | SOUTH APPRAISAL CPF |
8 | 739 | D3H-700-LP | D3H | D6-400 Tie-In |
4 | 16,072 | D4H-700-LP | D4H | A1H-400-LP Tie In |
8 | 12,933 | D5H-700-LP | D5H | A3/A4-Tie-In |
8 | 49,104 | D5H-100-HP | D5H | MANIFOLD D |
8 | 14,371 | D6H-700-LP | D6H | D3H Tie-In |
12 | 40,745 | D6H-300-LP | D6H | MANIFOLD D |
8 | 38,544 | D6H-100-HP | D6H | MANIFOLD D |
8 | 661 | D7H-700-LP | D7H | D6-700-LP Tie In |
8 | 369 | D7H-700-LP | D7H | D6-300 Tie-In |
8 | 3,625 | D8H-400-LP | D8H | D10H |
8 | 410 | D8H-700-LP | D8H | D2-300 Tie-In |
8 | 8,904 | D9H-700-LP | D9H | D3H Tie-In |
8 | 4,622 | MANIFOLD D to CPF-D | MANIFOLD D | CPF-D |
Exhibit D – Page 3
NOMINAL SIZE | LENGTH (ft) | PIPELINE NAME | ORIGIN PAD | TERMINATES |
---|---|---|---|---|
8 | 32,506 | TRANSFER-100-HP | TRANSFER | MANIFOLD D |
8 | 32,506 | TRANSFER-200-HP | TRANSFER | MANIFOLD D |
12 | 32,506 | TRANSFER-300-LP | TRANSFER | MANIFOLD D |
Facility Equipment
Piloncillo Ranch South Appraisal | Vessel | Flash Separator |
Piloncillo Ranch South Appraisal | Vessel | Fuel Liquids Knockout |
Piloncillo Ranch South Appraisal | Vessel | Fuel Filter Separator |
Piloncillo Ranch South Appraisal | Tank | Flash Gas Compressor Sump |
Piloncillo Ranch South Appraisal | Pump | FG Compressor Sump Pump |
Piloncillo Ranch South Appraisal | Vessel | Fuel Filter Separator |
Piloncillo Ranch South Appraisal | Tank | Water Tank |
Piloncillo Ranch South Appraisal | Tank | Water Tank |
Piloncillo Ranch South Appraisal | Tank | Condensate Tank |
Piloncillo Ranch South Appraisal | Tank | Condensate Tank |
Piloncillo Ranch South Appraisal | Power | Gas Power Unit #1 |
Piloncillo Ranch South Appraisal | Pump Diaphragm | Recycle Pump |
Piloncillo Ranch South Appraisal | Pump Centrifugal End Suction | Charge Pump (Griswold 811-1.5x1-8AA) |
Piloncillo Ranch South Appraisal | Pump Centrifugal Plunger | Transfer Pump (Triplex 59T-3) |
Piloncillo Ranch South Appraisal | Pump Centrifugal End Suction | Charge Pump (Griswold 811-3x2-10A60) |
Piloncillo Ranch South Appraisal | Pump Centrifugal Plunger | Transfer Pump (Triplex) |
Exhibit D – Page 4
Piloncillo Ranch South Appraisal | Vessel | Fuel Pot |
Piloncillo Ranch South Appraisal | Pump Diaphragm | LP Flare Scrubber Pump |
Piloncillo Ranch South Appraisal | Vessel | LP Flare Scrubber |
Piloncillo Ranch South Appraisal | Combustor | LP Combustor Skid (Abutec) |
Piloncillo Ranch South Appraisal | Vessel | Line Heater |
Piloncillo Ranch South Appraisal | Vessel | Fuel Pot |
Piloncillo Ranch South Appraisal | Vessel | H.P. Separator |
Piloncillo Ranch South Appraisal | Vessel | Inlet Separator |
Piloncillo Ranch South Appraisal | Vessel | Flash Separator |
Piloncillo Ranch South Appraisal | Compressor | L.P Compressor - Kodiak Unit #3452 |
Piloncillo Ranch South Appraisal | Compressor | L.P Compressor #4 (Ariel 3 Stage) |
Piloncillo Ranch South Appraisal | Vessel | Filter Separator |
Piloncillo Ranch South Appraisal | Vessel | Glycol Contactor |
Piloncillo Ranch South Appraisal | Exchanger Tube Shell | Gas Glycol Exchanger |
Piloncillo Ranch South Appraisal | Tank | Glycol Storage Tank |
Piloncillo Ranch South Appraisal | Pump Diaphragm | Glycol Refill Pump |
Piloncillo Ranch South Appraisal | Skid | Glycol Regen Skid |
Piloncillo Ranch South Appraisal | Vessel | Fuel Gas Scrubber |
Piloncillo Ranch South Appraisal | Exchanger Tube Shell | Glycol to Glycol Heat Exchanger |
Piloncillo Ranch South Appraisal | Vessel | Reboiler |
Piloncillo Ranch South Appraisal | Pump Kimray 45015PV | Glycol Pump |
Piloncillo Ranch South Appraisal | Pump Kimray 45015PV | Glycol Pump |
Exhibit D – Page 5
Exhibit D – Page 6
Piloncillo Ranch South Appraisal | Heater - UF Skid | Catalytic Heater (1,500 BTU/Hr) |
Piloncillo Ranch North Appraisal | Vessel | Line Heater |
Piloncillo Ranch North Appraisal | Vessel | Fuel Pot |
Piloncillo Ranch North Appraisal | Vessel | Inlet Separator |
Piloncillo Ranch North Appraisal | Tank | Sump #1 |
Piloncillo Ranch North Appraisal | Pump Diaphram | Sump Pump #1 |
Piloncillo Ranch North Appraisal | Vessel | Flash Separator |
Piloncillo Ranch North Appraisal | Vessel | Filter Separator |
Piloncillo Ranch North Appraisal | Vessel | Glycol Contactor |
Piloncillo Ranch North Appraisal | Exchanger Tube Shell | Gas Glycol Exchanger |
Piloncillo Ranch North Appraisal | Skid | Btex Eliminator System |
Piloncillo Ranch North Appraisal | Vessel | Liquid Blowcase |
Piloncillo Ranch North Appraisal | Vessel | Fuel Gas Filter |
Piloncillo Ranch North Appraisal | Tank | Booster Sump |
Piloncillo Ranch North Appraisal | Pump Diaphram | Booster Sump Pump #1 |
Piloncillo Ranch North Appraisal | Vessel | HP Flare Knock Out |
Piloncillo Ranch North Appraisal | Pump Centrifugal Can | HP Flare Knock Out Pump |
Piloncillo Ranch North Appraisal | Flare | Air Assisted HP Flare Unit w/ Motor (Flare King) |
Piloncillo Ranch North Appraisal | Tank | Water Tank |
Piloncillo Ranch North Appraisal | Tank | Condensate Tank |
Piloncillo Ranch North Appraisal | Vessel | LP Vent Knock Out |
Piloncillo Ranch North Appraisal | Pump Diaphram | LP Vent Knock Out Pump |
Exhibit D – Page 7
Piloncillo Ranch North Appraisal | Combustor | LP Combustor Skid |
Piloncillo Ranch CPF-A | Vessel | H.P. Separator |
Piloncillo Ranch CPF-A | Vessel | Line Heater #1 |
Piloncillo Ranch CPF-A | Vessel | Line Heater #2 |
Piloncillo Ranch CPF-A | Vessel | Fuel Pot |
Piloncillo Ranch CPF-A | Vessel | Line Heater |
Piloncillo Ranch CPF-A | Vessel | Fuel Pot |
Piloncillo Ranch CPF-A | Vessel | L.P Separator |
Piloncillo Ranch CPF-A | Vessel | Flash Separator |
Piloncillo Ranch CPF-A | Vessel | Temp Flash Separator |
Piloncillo Ranch CPF-A | Compressor | L.P Compressor #1 (Ariel 2 Stage) OOS |
Piloncillo Ranch CPF-A | Compressor | L.P Compressor #2 (Ariel 2 Stage) OOS |
Piloncillo Ranch CPF-A | Compressor | L.P Compressor #3 (Ariel 2 Stage) |
Piloncillo Ranch CPF-A | Compressor | H.P Compressor #1 (Ariel 1 Stage) |
Piloncillo Ranch CPF-A | Compressor | H.P Compressor #2 (Ariel 1 Stage) OOS |
Piloncillo Ranch CPF-A | Compressor | H.P Compressor - Kodiak Unit #2225 |
Piloncillo Ranch CPF-A | Compressor | L.P Compressor - Kodiak Unit #3141 |
Piloncillo Ranch CPF-A | Compressor | Flash Compressor - Kodiak Unit #1552 |
Piloncillo Ranch CPF-A | Vessel - UF Skid | Coalescer Filter Separator |
Piloncillo Ranch CPF-A | Vessel - UF Skid | Sweetening Tower (72" x 8'-0" S/S) |
Piloncillo Ranch CPF-A | Vessel - UF Skid | Vertical 2-Phase Separator (30" x 8'-6" S/S) |
Piloncillo Ranch CPF-A | Pump Chemical Piston - UF Skid | Primary UF Chemical Pump |
Piloncillo Ranch CPF-A | Pump Chemical Piston - UF Skid | Secondary UF Chemical Pump |
Piloncillo Ranch CPF-A | Pump Chemical Piston - UF Skid | Auxillary UF Chemical Pump |
Piloncillo Ranch CPF-A | Analyzer - UF Skid | H2S Analyzer - Envent Model 331 |
Piloncillo Ranch CPF-A | Heater - UF Skid | Catalytic Heater (1,500 BTU/Hr) |
Piloncillo Ranch CPF-A | Vessel | Glycol Contactor |
Piloncillo Ranch CPF-A | Exchanger Tube Shell | Gas Glycol Exchanger |
Piloncillo Ranch CPF-A | Tank | Glycol Storage Tank |
Piloncillo Ranch CPF-A | Pump Diaphram | Glycol Refill Pump |
Piloncillo Ranch CPF-A | Stabilizer | Condensate Stabilizer "A" |
Piloncillo Ranch CPF-A | Exchanger Air | Condensate Cooler #1 |
Piloncillo Ranch CPF-A | Stabilizer | Condensate Stabilizer "B" |
Exhibit D – Page 8
Piloncillo Ranch CPF-A | Exchanger Air | Condensate Cooler #2 |
Piloncillo Ranch CPF-A | Stabilizer | Condensate Stabilizer "C" |
Piloncillo Ranch CPF-A | Exchanger Air | Condensate Cooler #3 |
Piloncillo Ranch CPF-A | Stabilizer | Condensate Stabilizer "D" |
Piloncillo Ranch CPF-A | Compressor | Vapor Recovery Compressor |
Piloncillo Ranch CPF-A | Vessel | Blowdown Separator |
Piloncillo Ranch CPF-A | Pump Centrifugal Can | Blowdown Separator Pump |
Piloncillo Ranch CPF-A | Vessel | HP Flare Knock Out |
Piloncillo Ranch CPF-A | Pump Centrifugal Can | HP Flare Knock Out Pump |
Piloncillo Ranch CPF-A | Pump Centrifugal Can | HP Flare Knock Out Pump |
Piloncillo Ranch CPF-A | Flare | Air Assisted HP Flare Unit w/ Motor |
Piloncillo Ranch CPF-A | Flare | HP Flare Control Skid |
Piloncillo Ranch CPF-A | Vessel | LP Vent Knock Out |
Piloncillo Ranch CPF-A | Pump Diaphram | LP Vent Knock Out Pump |
Piloncillo Ranch CPF-A | Combustor | LP Combustor Skid |
Piloncillo Ranch CPF-A | Flare | Air Assisted LP Flare Unit (Flare King) |
Piloncillo Ranch CPF-A | Skid | Fuel Gas Skid |
Piloncillo Ranch CPF-A | Vessel | Fuel Gas Scrubber |
Piloncillo Ranch CPF-A | Vessel | Fuel Gas Filter |
Piloncillo Ranch CPF-A | Vessel | Filter Separator |
Piloncillo Ranch CPF-A | Pump Chemical Piston | Filter Separator Methanol Pump |
Piloncillo Ranch CPF-A | Pump Chemical Piston | Filter Separator Methanol Pump |
Piloncillo Ranch CPF-A | Vessel | Cold Separator |
Piloncillo Ranch CPF-A | Exchanger | Triple Pipe Exchanger |
Piloncillo Ranch CPF-A | Exchanger | Triple Pipe Exchanger |
Piloncillo Ranch CPF-A | Skid | Glycol Regen Skid |
Piloncillo Ranch CPF-A | Vessel | Fuel Gas Scrubber |
Piloncillo Ranch CPF-A | Exchanger Tube Shell | Glycol to Glycol Heat Exchanger |
Piloncillo Ranch CPF-A | Vessel | Reboiler |
Piloncillo Ranch CPF-A | Pump Kimray 45015PV | Glycol Pump |
Piloncillo Ranch CPF-A | Pump Kimray 45015PV | Glycol Pump |
Piloncillo Ranch CPF-A | Vessel | Sock Filter |
Piloncillo Ranch CPF-A | Vessel | Sock Filter |
Piloncillo Ranch CPF-A | Vessel | Charcoal Filter |
Piloncillo Ranch CPF-A | Vessel | Flash Gas Separator |
Piloncillo Ranch CPF-A | Skid | Btex Eliminator System |
Piloncillo Ranch CPF-A | Vessel | Liquid Blowcase |
Piloncillo Ranch CPF-A | Exchanger | Glycol Vapor Condenser |
Piloncillo Ranch CPF-A | Power | Gas Power Unit #1 |
Exhibit D – Page 9
Piloncillo Ranch CPF-A | Power | Gas Power Unit #2 |
Piloncillo Ranch CPF-A | Power | Gas Power Unit #3 |
Piloncillo Ranch CPF-A | Tank | Lube Oil (40wt) |
Piloncillo Ranch CPF-A | Tank | Lube Oil (50wt) |
Piloncillo Ranch CPF-A | Tank | Lube Oil (Coolant) |
Piloncillo Ranch CPF-A | Pump Diaphram | Lube Oil Pump (40wt) |
Piloncillo Ranch CPF-A | Pump Diaphram | Lube Oil Pump (50wt) |
Piloncillo Ranch CPF-A | Pump Diaphram | Coolant Pump |
Piloncillo Ranch CPF-A | Tank | Sump #1 |
Piloncillo Ranch CPF-A | Pump Diaphram | Sump Pump #1 |
Piloncillo Ranch CPF-A | Tank | Sump #2 |
Piloncillo Ranch CPF-A | Pump Diaphram | Sump Pump #2 |
Piloncillo Ranch CPF-A | Tank | Sump #3 |
Piloncillo Ranch CPF-A | Pump Diaphram | Sump Pump #3 |
Piloncillo Ranch CPF-A | Tank | Sump #4 |
Piloncillo Ranch CPF-A | Pump Diaphram | Sump Pump #4 |
Piloncillo Ranch CPF-A | Tank | Sump #5 |
Piloncillo Ranch CPF-A | Pump Diaphram | Sump Pump #5 |
Piloncillo Ranch CPF-A | Tank | Sump #6 |
Piloncillo Ranch CPF-A | Pump Diaphram | Sump Pump #6 |
Piloncillo Ranch CPF-A | Compressor | IA Skid |
Piloncillo Ranch CPF-A | Pump Diaphram | Recycle Pump |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Bad Condensate Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Bad Condensate Tank (Slave) |
Piloncillo Ranch CPF-A | Pump Centrifugal Can | Bad Condensate Pump |
Piloncillo Ranch CPF-A | Pump Centrifugal Can | Bad Condensate Pump |
Piloncillo Ranch CPF-A | Skid | LACT Skid |
Piloncillo Ranch CPF-A | Pump Diaphram | LACT Pump |
Exhibit D – Page 10
Piloncillo Ranch CPF-A | Pump Plunger | Pipeline Pumps |
Piloncillo Ranch CPF-A | Pump Plunger | Pipeline Pumps |
Piloncillo Ranch CPF-A | Pump Plunger | Pipeline Pumps |
Piloncillo Ranch CPF-A | Tank | Gun Barrel #1 |
Piloncillo Ranch CPF-A | Tank | Overflow Tank #1 |
Piloncillo Ranch CPF-A | Tank | Gun Barrel #2 |
Piloncillo Ranch CPF-A | Tank | Overflow Tank #2 |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-A | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-A | Vessel | NGL Storage |
Piloncillo Ranch CPF-A | Vessel | NGL Storage Vent Blowcase |
Piloncillo Ranch CPF-A | Vessel | NGL Storage |
Piloncillo Ranch CPF-A | Vessel | NGL Storage Vent Blowcase |
Piloncillo Ranch CPF-D | Vessel | H.P. Separator |
Piloncillo Ranch CPF-D | Vessel | H.P. Separator |
Piloncillo Ranch CPF-D | Vessel | Line Heater |
Piloncillo Ranch CPF-D | Vessel | Fuel Pot |
Piloncillo Ranch CPF-D | Vessel | Line Heater |
Piloncillo Ranch CPF-D | Vessel | Fuel Pot |
Piloncillo Ranch CPF-D | Vessel | L.P Separator |
Piloncillo Ranch CPF-D | Vessel | Flash Separator |
Piloncillo Ranch CPF-D | Compressor | L.P Compressor #1 (Ariel 2 Stage) OOS |
Piloncillo Ranch CPF-D | Compressor | L.P Compressor #2 (Ariel 2 Stage) |
Piloncillo Ranch CPF-D | Compressor | L.P Compressor #3 (Ariel 2 Stage) OOS |
Piloncillo Ranch CPF-D | Compressor | H.P Compressor #1 (Ariel 1 Stage) |
Piloncillo Ranch CPF-D | Compressor | H.P Compressor #2 (Ariel 1 Stage) OOS |
Exhibit D – Page 11
Piloncillo Ranch CPF-D | Compressor | H.P Compressor - Kodiak Unit #0156 |
Piloncillo Ranch CPF-D | Compressor | L.P Compressor - Kodiak Unit #3111 |
Piloncillo Ranch CPF-D | Compressor | Flash Compressor - Kodiak Unit #0412 |
Piloncillo Ranch CPF-D | Vessel | Coalescer Filter Separator |
Piloncillo Ranch CPF-D | Vessel - UF Skid | Coalescer Filter Separator |
Piloncillo Ranch CPF-D | Vessel - UF Skid | Sweetening Tower (72" x 8'-0" S/S) |
Piloncillo Ranch CPF-D | Vessel - UF Skid | Vertical 2-Phase Separator (30" x 8'-6" S/S) |
Piloncillo Ranch CPF-D | Pump Chemical Piston - UF Skid | Primary UF Chemical Pump |
Piloncillo Ranch CPF-D | Pump Chemical Piston - UF Skid | Secondary UF Chemical Pump |
Piloncillo Ranch CPF-D | Pump Chemical Piston - UF Skid | Auxillary UF Chemical Pump |
Piloncillo Ranch CPF-D | Analyzer - UF Skid | H2S Analyzer - Envent Model 331 |
Piloncillo Ranch CPF-D | Heater - UF Skid | Catalytic Heater (1,500 BTU/Hr) |
Piloncillo Ranch CPF-D | Vessel | Glycol Contactor |
Piloncillo Ranch CPF-D | Exchanger Tube Shell | Gas Glycol Exchanger |
Piloncillo Ranch CPF-D | Tank | Glycol Storage Tank |
Piloncillo Ranch CPF-D | Pump Diaphram | Glycol Refill Pump |
Piloncillo Ranch CPF-D | Stabilizer | Condensate Stabilizer "A" |
Piloncillo Ranch CPF-D | Exchanger Air | Condensate Cooler #1 |
Piloncillo Ranch CPF-D | Stabilizer | Condensate Stabilizer "B" |
Piloncillo Ranch CPF-D | Exchanger Air | Condensate Cooler #2 |
Piloncillo Ranch CPF-D | Stabilizer | Condensate Stabilizer "C" |
Piloncillo Ranch CPF-D | Exchanger Air | Condensate Cooler #3 |
Piloncillo Ranch CPF-D | Stabilizer | Condensate Stabilizer "D" |
Piloncillo Ranch CPF-D | Compressor | Vapor Recovery Compressor |
Piloncillo Ranch CPF-D | Compressor | Vapor Recovery Compressor |
Piloncillo Ranch CPF-D | Vessel | Blowdown Separator |
Piloncillo Ranch CPF-D | Pump Centrifugal Can | Blowdown Separator Pump |
Piloncillo Ranch CPF-D | Vessel | HP Flare Knock Out |
Piloncillo Ranch CPF-D | Pump Centrifugal Can | HP Flare Knock Out Pump |
Piloncillo Ranch CPF-D | Pump Centrifugal Can | HP Flare Knock Out Pump |
Piloncillo Ranch CPF-D | Flare | Air Assisted HP Flare Unit w/ Motor |
Piloncillo Ranch CPF-D | Flare | HP Flare Control Skid |
Piloncillo Ranch CPF-D | Vessel | LP Vent Knock Out |
Piloncillo Ranch CPF-D | Pump Diaphram | LP Vent Knock Out Pump |
Piloncillo Ranch CPF-D | Combustor | LP Combustor Skid |
Piloncillo Ranch CPF-D | Flare | Air Assisted LP Flare Unit |
Exhibit D – Page 12
Piloncillo Ranch CPF-D | Skid | Fuel Gas Skid |
Piloncillo Ranch CPF-D | Vessel | Fuel Gas Scrubber |
Piloncillo Ranch CPF-D | Vessel | Fuel Gas Filter |
Piloncillo Ranch CPF-D | Vessel | Filter Separator |
Piloncillo Ranch CPF-D | Pump Chemical Piston | Filter Separator Methanol Pump |
Piloncillo Ranch CPF-D | Pump Chemical Piston | Filter Separator Methanol Pump |
Piloncillo Ranch CPF-D | Vessel | Cold Separator |
Piloncillo Ranch CPF-D | Exchanger | Triple Pipe Exchanger |
Piloncillo Ranch CPF-D | Exchanger | Triple Pipe Exchanger |
Piloncillo Ranch CPF-D | Skid | Glycol Regen Skid |
Piloncillo Ranch CPF-D | Vessel | Fuel Gas Scrubber |
Piloncillo Ranch CPF-D | Exchanger Tube Shell | Glycol to Glycol Heat Exchanger |
Piloncillo Ranch CPF-D | Vessel | Reboiler |
Piloncillo Ranch CPF-D | Pump Plunger | Glycol Pump Kimray 45015PV |
Piloncillo Ranch CPF-D | Pump Plunger | Glycol Pump Kimray 45015PV |
Piloncillo Ranch CPF-D | Vessel | Sock Filter |
Piloncillo Ranch CPF-D | Vessel | Sock Filter |
Piloncillo Ranch CPF-D | Vessel | Charcoal Filter |
Piloncillo Ranch CPF-D | Vessel | Flash Gas Separator |
Piloncillo Ranch CPF-D | Skid | Btex Eliminator System |
Piloncillo Ranch CPF-D | Vessel | Liquid Blowcase |
Piloncillo Ranch CPF-D | Exchanger | Glycol Vapor Condenser |
Piloncillo Ranch CPF-D | Power | Gas Power Unit #1 |
Piloncillo Ranch CPF-D | Power | Gas Power Unit #2 |
Piloncillo Ranch CPF-D | Power | Gas Power Unit #3 |
Piloncillo Ranch CPF-D | Tank | Lube Oil (40wt) |
Piloncillo Ranch CPF-D | Tank | Lube Oil (50wt) |
Piloncillo Ranch CPF-D | Tank | Lube Oil (Coolant) |
Piloncillo Ranch CPF-D | Pump Diaphram | Lube Oil Pump (40wt) |
Piloncillo Ranch CPF-D | Pump Diaphram | Lube Oil Pump (50wt) |
Piloncillo Ranch CPF-D | Pump Diaphram | Coolant Pump |
Piloncillo Ranch CPF-D | Tank | Sump #1 |
Piloncillo Ranch CPF-D | Pump Diaphram | Sump Pump #1 |
Piloncillo Ranch CPF-D | Tank | Sump #2 |
Piloncillo Ranch CPF-D | Pump Diaphram | Sump Pump #2 |
Piloncillo Ranch CPF-D | Tank | Sump #3 |
Piloncillo Ranch CPF-D | Pump Diaphram | Sump Pump #3 |
Piloncillo Ranch CPF-D | Tank | Sump #4 |
Piloncillo Ranch CPF-D | Pump Diaphram | Sump Pump #4 |
Piloncillo Ranch CPF-D | Tank | Sump #5 |
Exhibit D – Page 13
Piloncillo Ranch CPF-D | Pump Diaphram | Sump Pump #5 |
Piloncillo Ranch CPF-D | Tank | Sump #6 |
Piloncillo Ranch CPF-D | Pump Diaphram | Sump Pump #6 |
Piloncillo Ranch CPF-D | Compressor | IA Skid |
Piloncillo Ranch CPF-D | Pump Diaphram | Recycle Pump |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Bad Condensate Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Bad Condensate Tank (Slave) |
Piloncillo Ranch CPF-D | Pump Centrifugal Can | Bad Condensate Pump |
Piloncillo Ranch CPF-D | Pump Centrifugal Can | Bad Condensate Pump |
Piloncillo Ranch CPF-D | Skid | LACT Skid |
Piloncillo Ranch CPF-D | Pump Centrifugal End Suction | LACT Pump |
Piloncillo Ranch CPF-D | Pump Plunger | Pipeline Pumps |
Piloncillo Ranch CPF-D | Pump Plunger | Pipeline Pumps |
Piloncillo Ranch CPF-D | Pump Plunger | Pipeline Pumps |
Piloncillo Ranch CPF-D | Tank | Gun Barrel #1 |
Piloncillo Ranch CPF-D | Tank | Overflow Tank #1 |
Piloncillo Ranch CPF-D | Tank | Gun Barrel #2 |
Piloncillo Ranch CPF-D | Tank | Overflow Tank #2 |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Exhibit D – Page 14
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Master) |
Piloncillo Ranch CPF-D | Tank | Water Tank (Slave) |
Piloncillo Ranch CPF-D | Vessel | NGL Storage |
Piloncillo Ranch CPF-D | Vessel | NGL Storage Vent Blowcase |
Piloncillo Ranch CPF-D | Vessel | NGL Storage |
Piloncillo Ranch CPF-D | Vessel | NGL Storage Vent Blowcase |
Exhibit D – Page 15
EXHIBIT E
Memorandum of Agreement
AMENDED AND RESTATED MEMORANDUM OF FIRM GATHERING AND PROCESSING AGREEMENT | |
THIS AMENDED AND RESTATED MEMORANDUM OF FIRM GATHERING AND PROCESSING AGREEMENT (this “Memorandum”) is made and entered into effective as of 12:00 a.m. on April 1, 2022 (the “Effective Date”), by and between SN Catarina, LLC, a Delaware limited liability company (“Producer”), and Catarina Midstream, LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to in this Memorandum individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have executed that (i) certain Firm Gathering and Processing Agreement (the “Original Gathering Agreement”), dated effective as of October 14, 2015 (the “Original Effective Date”), (ii) that certain Amendment No. 1 to Firm Gathering and Processing Agreement, dated as of June 30, 2017 with a deemed effective time of 12:01 a.m. on April 1, 2017 (the “First Amendment”), and (iii) that certain Amended and Restated Firm Gathering and Processing Agreement, effective as of 12:00 a.m. on the Effective Date, which amended and restated the Original Gathering Agreement, as amended by the First Amendment, in its entirety (the “Gathering Agreement”);
WHEREAS, the Parties previously executed and recorded in the Counties of Dimmit, Webb and La Salle in the State of Texas as described in Annex I attached hereto, that certain Memorandum of Firm Gas Gathering and Processing Agreement, dated as of December 29, 2015, in connection with the execution of the Original Gathering Agreement (the “Original Memorandum”); and
WHEREAS, in accordance with the Gathering Agreement, the Parties desire to amend and restate the Original Memorandum for the purpose of imparting notice to all persons of Producer’s dedication and commitment of its interests in oil and gas leases, wells and/or oil and gas interests within the Dedicated Acreage (including the Dedicated Instruments) and Producer’s production from or attributable to such interests to the Gathering Agreement.
NOW, THEREFORE, the Parties agree as follows:
Exhibit E
“Dedicated Acreage” means: (i) at all times from the Original Effective Date, Producer’s acreage as described on Exhibit C - Part 1(a), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments in existence as of the Original Effective Date and at any time between the Original Effective Date and the Effective Date, and (ii) effective as of the Effective Date, Producer’s acreage as described on Exhibit C - Part 1(b), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments.
“Dedicated Deeds” means Producer’s mineral deeds covering any portion of the Dedicated Acreage, now existing or hereafter acquired, including those mineral deeds set forth on Exhibit A - Part 2 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, that such mineral deeds cover the Dedicated Acreage.
“Dedicated Instruments” means the Dedicated Deeds and the Dedicated Leases.
“Dedicated Leases” means Producer’s mineral leases located within the Dedicated Acreage, now existing or hereafter acquired, as such mineral leases may be in effect during the Term, including those mineral leases set forth on Exhibit A – Part 3 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, such mineral leases cover the Dedicated Acreage.
“Dedicated Products” means Producer’s Products that are produced from any well(s) located on the Dedicated Acreage.
“Producer’s Products” or “Products” means all Oil, Gas and other hydrocarbons (including all components contained therein and water therewith) that are owned or Controlled by Producer or its Affiliates and produced and saved from the Dedicated Acreage in accordance with the terms of the Gathering Agreement.
2.The Parties have entered into the Gathering Agreement to provide for, among other things, (a) the commitment and dedication by Producer of (1) the Dedicated Acreage (including the Dedicated Instruments), and (2) all of the Dedicated Products and water owned by Producer, in each case with respect to clause (2) produced during the Term from the Dedicated Acreage; and (b) the grant by Producer to Gatherer or its designee, pursuant and subject to the terms and conditions of the Dedicated Leases, and otherwise insofar as Producer has the legal right to do so without the incurrence of additional expense, the non-exclusive right of ingress and egress over, across and under all lands and leaseholds or premises of Producer, for the construction, maintenance and operation of pipelines and other facilities necessary or convenient for the gathering, compression, separation, processing and redelivery of Producer Products under the Gathering Agreement. Upon the termination of the Gathering Agreement, Producer and Gatherer shall file of record a release and termination of the Gathering Agreement and this Memorandum as to the commitment and dedication described herein.
3.The Gathering Agreement, including the dedication and commitment covenant made by Producer under the Gathering Agreement, runs with the land and will be binding upon and inure to the benefit of the successors and assigns of the Parties, subject to the terms of the
Exhibit E
Gathering Agreement. Any transfer by Producer of any of Producer’s interests in the Dedicated Acreage shall comply with Article 13 of the Gathering Agreement, which, among other matters, requires that, except in certain circumstances, the transfer be expressly subject to the Gathering Agreement. Article 13 of the Gathering Agreement requires that, among other matters and except in certain circumstances, neither Party may assign or otherwise convey all or any portion of its right, title, or interest under the Gathering Agreement without obtaining the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned, or delayed, and any attempts to assign without such consent will be void.
4.Should any person or firm desire additional information, said person or firm should contact:
Gatherer: Catarina Midstream, LLC c/o Evolve Transition Infrastructure LP 1360 Post Oak Blvd, Suite 2400 | Producer: Pennzoil Place 700 Milam Street, Suite 600 Houston, Texas 77002 Attn:Gregory Kopel Executive Vice President and General Counsel Email: gkopel@mesquite-energy.com |
and, subject to an appropriate confidentiality agreement, any person may receive a copy of the Gathering Agreement upon written request to such person at such address.
5.The Gathering Agreement will remain in full force and effect until October 1, 2032 (the “Primary Term”). Upon the expiration of the Primary Term, the Gathering Agreement will renew automatically for up to four (4) additional terms of twelve (12) months each, unless the Gathering Agreement is terminated by Producer upon at least one hundred eighty (180) Days’ written notice to Gatherer prior to the end of the Primary Term or any subsequent anniversary thereof. Upon termination of the Gathering Agreement, Producer and Gatherer shall file of record a release and termination of the Gathering Agreement and this Memorandum as to the commitment and dedication described herein.
6.The dedication and commitment of the “Dedicated Acreage” to Gatherer under the Original Gathering Agreement or Prior Gathering Agreement, as applicable, shall continue to exist and be dedicated and committed to Gatherer subject to, as of and from the Effective Date, the terms and conditions of this Agreement.
7.This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend or modify the Gathering Agreement in any way. This Memorandum shall be binding upon and shall inure to the benefit of the Parties hereto, and to their respective heirs, devises, legal representatives, successors and permitted assigns.
[Signature page follows]
Exhibit E
IN WITNESS WHEREOF, the Parties have executed this Memorandum to be effective as of Effective Date.
PRODUCER:
SN CATARINA, LLC
By:
Name:
Title:
STATE OF TEXAS
COUNTY OF HARRIS, TO-WIT:
I, the undersigned, a notary public of the said county, do hereby certify that on this [__] day of [____________], 2022, before me personally appeared [____________], who acknowledged himself to be the [____________] of SN Catarina, LLC, and that he as such officer, being so authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as said officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
(Notarial Seal)
Exhibit E
GATHERER:
CATARINA MIDSTREAM, LLC
By:
Name:
Title:
STATE OF TEXAS
COUNTY OF HARRIS, TO-WIT:
I, the undersigned, a notary public of the said county, do hereby certify that on this [__] day of [____________], 2022, before me personally appeared [____________], who acknowledged himself to be the [____________] of Catarina Midstream, LLC, and that he as such officer, being so authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as said officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
(Notarial Seal)
Exhibit E
EXHIBIT A
DEDICATED ACREAGE
PART 1 – DEDICATED ACREAGE
[Attached]
PART 2 – DEDICATED DEEDS
[Attached]
PART 3 – DEDICATED LEASES
[Attached]
Exhibit E
EXHIBIT F
Pressure Measurement Schematics
Exhibit F – Page 1
EXHIBIT G
Existing Wells
API | Well Name |
---|---|
42127337520100 | PILONCILLO A 01H |
42127370580000 | PILONCILLO A 01HX |
42127370590000 | PILONCILLO A 01HY |
42127370600000 | PILONCILLO A 01HZ |
42127337660100 | PILONCILLO A 02H |
42127370550000 | PILONCILLO A 02HY |
42127370560000 | PILONCILLO A 02HZ |
42127338430200 | PILONCILLO A 03H |
42127338440000 | PILONCILLO A 04H |
42127339600000 | PILONCILLO A 05H |
42127341090000 | PILONCILLO A 06HA |
42127341080000 | PILONCILLO A 06HB |
42127341100000 | PILONCILLO A 06HC |
42127341110000 | PILONCILLO A 06HD |
42127342970000 | PILONCILLO A 07HA |
42127342990000 | PILONCILLO A 07HB |
42127343000000 | PILONCILLO A 07HC |
42127343020000 | PILONCILLO A 07HD |
42127343820000 | PILONCILLO A 07HE |
42127365400000 | PILONCILLO A 07HG |
42127365410000 | PILONCILLO A 07HH |
42127365420000 | PILONCILLO A 07HI |
42127367930000 | PILONCILLO A 07HY |
42127367940000 | PILONCILLO A 07HZ |
42127343010000 | PILONCILLO A 08HA |
42127343030000 | PILONCILLO A 08HB |
42127343040000 | PILONCILLO A 08HC |
42127343050100 | PILONCILLO A 08HD |
42127369940000 | PILONCILLO A 08HE |
42127369950000 | PILONCILLO A 08HF |
42127370000000 | PILONCILLO A 08HG |
42127343060000 | PILONCILLO A 08HL |
42127345030000 | PILONCILLO A 09HW |
42127345140000 | PILONCILLO A 09HX |
42127345040000 | PILONCILLO A 09HY |
Exhibit G – Page 1
API | Well Name |
---|---|
42127345050000 | PILONCILLO A 09HZ |
42127346800000 | PILONCILLO A 10HA |
42127346780000 | PILONCILLO A 10HB |
42127346790000 | PILONCILLO A 10HC |
42127346810000 | PILONCILLO A 10HD |
42127369270000 | PILONCILLO A 10HE |
42127369280000 | PILONCILLO A 10HF |
42127347290000 | PILONCILLO A 11HA |
42127347040000 | PILONCILLO A 11HB |
42127347030000 | PILONCILLO A 11HC |
42127347080000 | PILONCILLO A 11HD |
42127347240000 | PILONCILLO A 11HE |
42127347230000 | PILONCILLO A 11HF |
42127350240000 | PILONCILLO A 12HA |
42127350210000 | PILONCILLO A 12HB |
42127350230000 | PILONCILLO A 12HC |
42127370780000 | PILONCILLO A 12HD |
42127370790000 | PILONCILLO A 12HE |
42127370860000 | PILONCILLO A 12HU |
42127370870000 | PILONCILLO A 12HV |
42127370880000 | PILONCILLO A 12HW |
42127350250000 | PILONCILLO A 12HX |
42127350260000 | PILONCILLO A 12HY |
42127350290000 | PILONCILLO A 12HZ |
42127347310000 | PILONCILLO A 13HV |
42127347330000 | PILONCILLO A 13HW |
42127347320000 | PILONCILLO A 13HX |
42127347370000 | PILONCILLO A 13HY |
42127347400000 | PILONCILLO A 13HZ |
42127350890000 | PILONCILLO A 14HA |
42127350730000 | PILONCILLO A 14HB |
42127350740000 | PILONCILLO A 14HC |
42127350820000 | PILONCILLO A 14HD |
42127350850000 | PILONCILLO A 14HE |
42127378400000 | PILONCILLO A 14HX |
42127378420000 | PILONCILLO A 14HY |
42127378410000 | PILONCILLO A 14HZ |
42127347650000 | PILONCILLO A 15HL |
42127347660000 | PILONCILLO A 15HM |
42127347670000 | PILONCILLO A 15HW |
42127347680000 | PILONCILLO A 15HX |
Exhibit G – Page 2
API | Well Name |
---|---|
42127347690000 | PILONCILLO A 15HY |
42127347700000 | PILONCILLO A 15HZ |
42127369290000 | PILONCILLO A 16HU |
42127369300000 | PILONCILLO A 16HV |
42127369310000 | PILONCILLO A 16HW |
42127369320000 | PILONCILLO A 16HX |
42127369330000 | PILONCILLO A 16HY |
42127369340000 | PILONCILLO A 16HZ |
42127372740000 | PILONCILLO A 18U |
42127372750000 | PILONCILLO A 18V |
42127372760000 | PILONCILLO A 18W |
42127372780000 | PILONCILLO A 18X |
42127372790000 | PILONCILLO A 18Y |
42127372800000 | PILONCILLO A 18Z |
42127369390100 | PILONCILLO A 23HA |
42127369400000 | PILONCILLO A 23HB |
42127373330000 | PILONCILLO A 23HC |
42127373340000 | PILONCILLO A 23HD |
42127373350000 | PILONCILLO A 23HE |
42127373360000 | PILONCILLO A 23HF |
42127373370000 | PILONCILLO A 23HG |
42127373380000 | PILONCILLO A 23HH |
42127369410000 | PILONCILLO A 23HX |
42127354470000 | PILONCILLO A 23HY |
42127354480000 | PILONCILLO A 23HZ |
42127354670000 | PILONCILLO A 24HY |
42127354690000 | PILONCILLO A 24HZ |
42127377560000 | PILONCILLO A 25HA |
42127377570000 | PILONCILLO A 25HB |
42127377580000 | PILONCILLO A 25HC |
42127377590000 | PILONCILLO A 25HD |
42127377600000 | PILONCILLO A 25HE |
42127372630000 | PILONCILLO A 25HX |
42127372640000 | PILONCILLO A 25HY |
42127372650000 | PILONCILLO A 25HZ |
42127373390000 | PILONCILLO A 28HA |
42127373400000 | PILONCILLO A 28HB |
42127373410000 | PILONCILLO A 28HC |
42127373420000 | PILONCILLO A 28HD |
42127373430000 | PILONCILLO A 28HE |
42127372820000 | PILONCILLO A 31HA |
Exhibit G – Page 3
API | Well Name |
---|---|
42127372830000 | PILONCILLO A 31HB |
42127372840000 | PILONCILLO A 31HC |
42127372850000 | PILONCILLO A 31HD |
42127372860000 | PILONCILLO A 31HE |
42127375540000 | PILONCILLO A 41HW |
42127375550000 | PILONCILLO A 41HX |
42127375560000 | PILONCILLO A 41HY |
42127375570000 | PILONCILLO A 41HZ |
42127379250000 | PILONCILLO A 42HA |
42127379260000 | PILONCILLO A 42HB |
42127379270000 | PILONCILLO A 42HC |
42127379280000 | PILONCILLO A 42HD |
42127379050000 | PILONCILLO A 43HW |
42127379060000 | PILONCILLO A 43HX |
42127379070000 | PILONCILLO A 43HY |
42127379080000 | PILONCILLO A 43HZ |
42127373170000 | Piloncillo B 01 HB |
42127373180000 | Piloncillo B 01 HC |
42127373190000 | Piloncillo B 01 HY |
42127373200000 | Piloncillo B 01 HZ |
42127338420000 | PILONCILLO B 01H |
42127377360000 | PILONCILLO B 03HA |
42127377370000 | PILONCILLO B 03HB |
42127377380000 | PILONCILLO B 03HC |
42127377290000 | PILONCILLO B 04HA |
42127377300000 | PILONCILLO B 04HB |
42127377310000 | PILONCILLO B 04HC |
42127376810000 | Piloncillo B 06HX |
42127376820000 | Piloncillo B 06HY |
42127376830000 | Piloncillo B 06HZ |
42127376840000 | Piloncillo B 07HX |
42127376850000 | Piloncillo B 07HY |
42127376860000 | Piloncillo B 07HZ |
42127377400000 | PILONCILLO B 09HX |
42127377410000 | PILONCILLO B 09HY |
42127377420000 | PILONCILLO B 09HZ |
42127338410100 | PILONCILLO C 01H |
42127343600100 | PILONCILLO C 01V |
42127351160000 | PILONCILLO C 02H |
42127351210000 | PILONCILLO C 03H |
42127339420100 | PILONCILLO C 04HA |
Exhibit G – Page 4
API | Well Name |
---|---|
42127365090000 | PILONCILLO C 04HY |
42127365110000 | PILONCILLO C 04HZ |
42127366300000 | PILONCILLO C 05HD |
42127365650000 | PILONCILLO C 05HE |
42127351470000 | PILONCILLO C 06HA |
42127351490000 | PILONCILLO C 06HZ |
42479410610100 | PILONCILLO D 01H |
42479412340000 | PILONCILLO D 03H |
42479432870000 | PILONCILLO D 03HB |
42479432880000 | PILONCILLO D 03HC |
42479420380000 | PILONCILLO D 03HM |
42479412160100 | PILONCILLO D 04H |
42479415960000 | PILONCILLO D 04HA |
42479415970000 | PILONCILLO D 04HB |
42479415980000 | PILONCILLO D 04HC |
42479415990000 | PILONCILLO D 04HD |
42479416000000 | PILONCILLO D 04HE |
42479412810000 | PILONCILLO D 05HA |
42479412820000 | PILONCILLO D 05HB |
42479412860000 | PILONCILLO D 05HY |
42479412850000 | PILONCILLO D 05HZ |
42479412510000 | PILONCILLO D 06HA |
42479413750000 | PILONCILLO D 06HB |
42479413510000 | PILONCILLO D 07HA |
42479413410000 | PILONCILLO D 07HB |
42479413520000 | PILONCILLO D 07HL |
42479413530000 | PILONCILLO D 07HM |
42479413420000 | PILONCILLO D 08HA |
42479413430000 | PILONCILLO D 08HB |
42479413440000 | PILONCILLO D 08HC |
42479432850000 | PILONCILLO D 08HD |
42479432890000 | PILONCILLO D 08HE |
42479432900000 | PILONCILLO D 08HF |
42479413460000 | PILONCILLO D 08HL |
42479432910000 | PILONCILLO D 08HY |
42479432920000 | PILONCILLO D 08HZ |
42479414120000 | PILONCILLO D 09HA |
42479414130000 | PILONCILLO D 09HB |
42479414140000 | PILONCILLO D 09HC |
42479414190000 | PILONCILLO D 09HD |
42479430560000 | PILONCILLO D 09HE |
Exhibit G – Page 5
API | Well Name |
---|---|
42479430570000 | PILONCILLO D 09HF |
42479430580000 | PILONCILLO D 09HG |
42479430590000 | PILONCILLO D 09HH |
42479414520000 | PILONCILLO D 10HA |
42479414530000 | PILONCILLO D 10HB |
42479414540000 | PILONCILLO D 10HC |
42479414610000 | PILONCILLO D 10HL |
42479415100000 | PILONCILLO D 11HA |
42479415080000 | PILONCILLO D 11HB |
42479415090200 | PILONCILLO D 11HC |
42479415110000 | PILONCILLO D 11HD |
42479416180000 | PILONCILLO D 12HA |
42479416130000 | PILONCILLO D 12HB |
42479416170000 | PILONCILLO D 12HC |
42479416140000 | PILONCILLO D 12HD |
42479416820000 | PILONCILLO D 13HA |
42479416870000 | PILONCILLO D 13HB |
42479416880000 | PILONCILLO D 13HC |
42479433140000 | PILONCILLO D 13HD |
42479433150000 | PILONCILLO D 13HE |
42479416720000 | PILONCILLO D 14HA |
42479416730000 | PILONCILLO D 14HB |
42479416740000 | PILONCILLO D 14HW |
42479416750000 | PILONCILLO D 14HX |
42479416760000 | PILONCILLO D 14HY |
42479416660000 | PILONCILLO D 14HZ |
42479416980000 | PILONCILLO D 15HA |
42479416990000 | PILONCILLO D 15HB |
42479417000000 | PILONCILLO D 15HC |
42479417010000 | PILONCILLO D 15HD |
42479417320000 | PILONCILLO D 16HA |
42479417330000 | PILONCILLO D 16HB |
42479432030000 | PILONCILLO D 16HC |
42479433550000 | PILONCILLO D 16HE |
42479432050000 | PILONCILLO D 16HY |
42479432060000 | PILONCILLO D 16HZ |
42479418120000 | PILONCILLO D 17HA |
42479418140000 | PILONCILLO D 17HB |
42479418130000 | PILONCILLO D 17HC |
42479418150000 | PILONCILLO D 17HD |
42479418170000 | PILONCILLO D 17HE |
Exhibit G – Page 6
API | Well Name |
---|---|
42479418180000 | PILONCILLO D 17HF |
42479421360000 | PILONCILLO D 17HW |
42479421370000 | PILONCILLO D 17HX |
42479421320000 | PILONCILLO D 17HY |
42479421380000 | PILONCILLO D 17HZ |
42479420330000 | PILONCILLO D 18HA |
42479420280000 | PILONCILLO D 18HB |
42479420370000 | PILONCILLO D 18HC |
42479420290000 | PILONCILLO D 18HD |
42479420300000 | PILONCILLO D 18HE |
42479420320000 | PILONCILLO D 18HF |
42479429610000 | PILONCILLO D 18HG |
42479429620000 | PILONCILLO D 18HH |
42479429650000 | PILONCILLO D 18HI |
42479429630000 | PILONCILLO D 18HJ |
42479429660000 | PILONCILLO D 18HK |
42479420980000 | PILONCILLO D 19HA |
42479421000000 | PILONCILLO D 19HB |
42479421010000 | PILONCILLO D 19HC |
42479421020000 | PILONCILLO D 19HD |
42479421030000 | PILONCILLO D 19HE |
42479431040000 | PILONCILLO D 19HG |
42479431060000 | PILONCILLO D 19HH |
42479431070000 | PILONCILLO D 19HI |
42479431750000 | PILONCILLO D 19HZ |
42479422070000 | PILONCILLO D 20HA |
42479422080000 | PILONCILLO D 20HB |
42479422100000 | PILONCILLO D 20HD |
42479422110000 | PILONCILLO D 20HE |
42479422120000 | PILONCILLO D 20HV |
42479422130000 | PILONCILLO D 20HW |
42479422060000 | PILONCILLO D 20HX |
42479422140000 | PILONCILLO D 20HY |
42479422150000 | PILONCILLO D 20HZ |
42479416780100 | PILONCILLO D 21HA |
42479416790000 | PILONCILLO D 21HB |
42479416800000 | PILONCILLO D 21HC |
42479416810000 | PILONCILLO D 21HD |
42479422260000 | PILONCILLO D 22HA |
42479422340000 | PILONCILLO D 22HB |
42479422270000 | PILONCILLO D 22HC |
Exhibit G – Page 7
API | Well Name |
---|---|
42479422280000 | PILONCILLO D 22HD |
42479422290000 | PILONCILLO D 22HE |
42479422300000 | PILONCILLO D 22HF |
42479422310000 | PILONCILLO D 22HX |
42479422320000 | PILONCILLO D 22HY |
42479422330000 | PILONCILLO D 22HZ |
42479417830000 | PILONCILLO D 23HA |
42479417840000 | PILONCILLO D 23HB |
42479417850000 | PILONCILLO D 23HC |
42479417860000 | PILONCILLO D 23HD |
42479417870000 | PILONCILLO D 23HE |
42479417880000 | PILONCILLO D 23HF |
42479417780000 | PILONCILLO D 24HA |
42479417790000 | PILONCILLO D 24HB |
42479417930000 | PILONCILLO D 24HC |
42479417800000 | PILONCILLO D 24HD |
42479417810000 | PILONCILLO D 24HE |
42479417820000 | PILONCILLO D 24HZ |
42479423870000 | PILONCILLO D 25HA |
42479423990000 | PILONCILLO D 25HB |
42479423970000 | PILONCILLO D 25HC |
42479423880000 | PILONCILLO D 25HD |
42479423980000 | PILONCILLO D 25HE |
42479423890000 | PILONCILLO D 25HF |
42479422870000 | PILONCILLO D 26HA |
42479422880000 | PILONCILLO D 26HB |
42479422890100 | PILONCILLO D 26HC |
42479422900000 | PILONCILLO D 26HD |
42479429790000 | PILONCILLO D 26HN |
42479429760000 | PILONCILLO D 26HO |
42479429800000 | PILONCILLO D 26HP |
42479423030000 | PILONCILLO D 26HT |
42479423090000 | PILONCILLO D 26HU |
42479423040000 | PILONCILLO D 26HV |
42479423050000 | PILONCILLO D 26HW |
42479423060000 | PILONCILLO D 26HX |
42479423070000 | PILONCILLO D 26HY |
42479423080000 | PILONCILLO D 26HZ |
42479411430100 | PILONCILLO E 01HA |
42479415700100 | PILONCILLO E 01HB |
42479412970100 | PILONCILLO E 02HA |
Exhibit G – Page 8
API | Well Name |
---|---|
42479435580000 | PILONCILLO E 02HB |
42479435590000 | PILONCILLO E 02HC |
42479435600000 | PILONCILLO E 02HD |
42479435610000 | PILONCILLO E 02HE |
42479412760000 | PILONCILLO E 03H |
42479416030000 | PILONCILLO E 03HA |
42479416040000 | PILONCILLO E 03HB |
42479416050000 | PILONCILLO E 03HC |
42479416060000 | PILONCILLO E 03HD |
42479412700000 | PILONCILLO E 04H |
42479415690000 | PILONCILLO E 05HA |
42479415680000 | PILONCILLO E 05HB |
42479415670000 | PILONCILLO E 05HC |
42479415660000 | PILONCILLO E 05HD |
42479415650000 | PILONCILLO E 05HE |
42479415720000 | PILONCILLO E 05HL |
42479417340000 | PILONCILLO E 06HA |
42479417350000 | PILONCILLO E 06HB |
42479417360000 | PILONCILLO E 06HC |
42479417370000 | PILONCILLO E 06HD |
42479417380000 | PILONCILLO E 06HE |
42479432010000 | PILONCILLO E 06HF |
42479432020000 | PILONCILLO E 06HG |
42479417410000 | PILONCILLO E 06HL |
42479432410100 | PILONCILLO E 07HA |
42479432420000 | PILONCILLO E 07HB |
42479434410000 | PILONCILLO E 07HC |
42479434400000 | PILONCILLO E 07HD |
42479439040000 | PILONCILLO E 10HA |
42479439050000 | PILONCILLO E 10HB |
42479439060000 | PILONCILLO E 10HC |
42479439070000 | PILONCILLO E 10HD |
42479439330000 | PILONCILLO E 10HX |
42479439080000 | PILONCILLO E 10HY |
42479439090000 | PILONCILLO E 10HZ |
42479436480000 | PILONCILLO E 14HA |
42479436490000 | PILONCILLO E 14HB |
42479436500000 | PILONCILLO E 14HC |
42479436510000 | PILONCILLO E 14HD |
42479436530000 | PILONCILLO E 14HF |
42479436540000 | PILONCILLO E 14HG |
Exhibit G – Page 9
API | Well Name |
---|---|
42479433220000 | PILONCILLO E 15HA |
42479433230000 | PILONCILLO E 15HB |
42479433240000 | PILONCILLO E 15HC |
42479433250000 | PILONCILLO E 15HT |
42479433260000 | PILONCILLO E 15HU |
42479421700000 | PILONCILLO E 15HV |
42479421710000 | PILONCILLO E 15HW |
42479421720000 | PILONCILLO E 15HX |
42479421730000 | PILONCILLO E 15HY |
42479421740000 | PILONCILLO E 15HZ |
42479436560000 | PILONCILLO E 20HA |
42479436570000 | PILONCILLO E 20HB |
42479436580000 | PILONCILLO E 20HC |
42479436590000 | PILONCILLO E 20HD |
42479436600000 | PILONCILLO E 20HE |
42479436610000 | PILONCILLO E 20HF |
42479436620000 | PILONCILLO E 20HG |
42479434520000 | PILONCILLO E 21HA |
42479434530000 | PILONCILLO E 21HB |
42479434540000 | PILONCILLO E 21HC |
42479434550000 | PILONCILLO E 21HD |
42479434560000 | PILONCILLO E 21HE |
42479434440000 | PILONCILLO E 22HA |
42479434450000 | PILONCILLO E 22HB |
42479434460000 | PILONCILLO E 22HC |
42479434470000 | PILONCILLO E 22HD |
42479439370000 | PILONCILLO E 28HB |
42479439380000 | PILONCILLO E 28HC |
42479439390000 | PILONCILLO E 28HD |
42479439400000 | PILONCILLO E 28HE |
42127379700000 | PILONCILLO E 30HW |
42127379710000 | PILONCILLO E 30HX |
42127379720000 | PILONCILLO E 30HY |
42127379730000 | PILONCILLO E 30HZ |
42479440240000 | PILONCILLO E 31HA |
42479440250000 | PILONCILLO E 31HB |
42479440260000 | PILONCILLO E 31HC |
42479440270000 | PILONCILLO E 31HD |
42479438530000 | PILONCILLO E 31HW |
42479438540000 | PILONCILLO E 31HX |
42479438550000 | PILONCILLO E 31HY |
Exhibit G – Page 10
API | Well Name |
---|---|
42479438560000 | PILONCILLO E 31HZ |
42479437440000 | PILONCILLO E 32HA |
42479437460000 | PILONCILLO E 32HC |
42479437470000 | PILONCILLO E 32HD |
42479437510000 | PILONCILLO E 32HE |
42479438680000 | PILONCILLO E 32HW |
42479438690000 | PILONCILLO E 32HX |
42479438700000 | PILONCILLO E 32HY |
42479438710000 | PILONCILLO E 32HZ |
42479434930000 | PILONCILLO E 33HA |
42479435000000 | PILONCILLO E 33HB |
42479435010000 | PILONCILLO E 33HY |
42479435020000 | PILONCILLO E 33HZ |
42479439740000 | PILONCILLO E 34HA |
42479439750000 | PILONCILLO E 34HB |
42479439760000 | PILONCILLO E 34HC |
42479439770000 | PILONCILLO E 34HD |
42479435690000 | PILONCILLO E 34HV |
42479435710000 | PILONCILLO E 34HW |
42479435700000 | PILONCILLO E 34HX |
42479435760000 | PILONCILLO E 34HY |
42479435770000 | PILONCILLO E 34HZ |
42479440460000 | PILONCILLO E 35HA |
42479440470000 | PILONCILLO E 35HB |
42479435630000 | PILONCILLO E 35HV |
42479435640000 | PILONCILLO E 35HW |
42479435650000 | PILONCILLO E 35HX |
42479435660000 | PILONCILLO E 35HY |
42479435670000 | PILONCILLO E 35HZ |
42479440390000 | PILONCILLO E 36HA |
42479440400000 | PILONCILLO E 36HB |
42479440410000 | PILONCILLO E 36HC |
42479435720000 | PILONCILLO E 36HW |
42479435730000 | PILONCILLO E 36HX |
42479435740000 | PILONCILLO E 36HY |
42479435750000 | PILONCILLO E 36HZ |
42127374180000 | PILONCILLO E 44HA |
42127374190000 | PILONCILLO E 44HB |
42127374990000 | PILONCILLO E 44HC |
42127375010000 | PILONCILLO E 44HX |
42127339960100 | PILONCILLO F 01HA |
Exhibit G – Page 11
API | Well Name |
---|---|
42127365150000 | PILONCILLO F 01HD |
42127365130000 | PILONCILLO F 01HZ |
42479416240000 | PILONCILLO F 02HA |
42479416250000 | PILONCILLO F 02HB |
42479416260000 | PILONCILLO F 02HC |
42479416270000 | PILONCILLO F 02HD |
42479416280000 | PILONCILLO F 02HL |
42479414480000 | PILONCILLO F 03HA |
42479414510100 | PILONCILLO F 03HB |
42479415760000 | PILONCILLO F 03HC |
42479414490000 | PILONCILLO F 03HL |
42479414500000 | PILONCILLO F 03HZ |
42479434730000 | PILONCILLO F 05HA |
42479434740000 | PILONCILLO F 05HB |
42479434750000 | PILONCILLO F 05HY |
42479434760000 | PILONCILLO F 05HZ |
42479433860000 | PILONCILLO SWD D 1D |
Exhibit G – Page 12
Execution Version
SN CATARINA, LLC
c/o Mesquite Energy, Inc.
700 Milam Street, Suite 600
Houston, Texas 77002
Catarina Midstream, LLC |
Amended and Restated Firm Gathering and Processing Agreement |
Reference is made to that certain Amended and Restated Firm Gathering and Processing Agreement, dated as of May 27, 2022 (“Restated Gathering Agreement”), by and between SN Catarina, LLC (“Producer”) and Catarina Midstream, LLC (“Gatherer”). Capitalized terms used herein but not defined shall have the meanings set forth in the Restated Gathering Agreement.
In connection with our entry into the Restated Gathering Agreement, the Parties hereby agree as follows:
1. | Producer shall immediately seek, or cause to be sought, dismissal with prejudice of the proceeding initiated by Producer and SN Operating, LLC with the Texas Railroad Commission on February 18, 2022 and relating to the provision of services under the Prior Gathering Agreement, Docket Number OS-22-00008873, and no Party shall object to any such dismissal. |
2. | Producer shall pay, or cause to be paid, on the Signing Date to Gatherer a one-time payment of $4,443,248, by wire transfer of immediately available funds to an account specified in writing by the Gatherer. In addition, Producer shall pay, or cause to be paid, on the Signing Date to Gatherer the amount of $687,333, representing the difference between (a) the amount paid by Producer for services for the month of April 2022 and (b) the amount that is due under the terms of the Restated Gathering Agreement. |
3. | The Parties acknowledge that all causes of action, suits, damages or claims whatsoever, in law or equity, known or unknown, asserted or unasserted, which each Party ever had, now has or hereafter can, shall or may have, against the other Party |
|
for, upon, or by reason of any matter, cause or thing whatsoever from October 14, 2015 through March 31, 2022, shall be unaffected by the execution of the Restated Gathering Agreement until such time as otherwise finally adjudicated or otherwise released by the Parties. |
4. | The Parties agree that neither Party will use the negotiations or discussions related to the Restated Gathering Agreement nor any terms therein, including, but not limited to the Gathering and Processing Fee, or the existence of the Restated Gathering Agreement itself as evidence of any Party’s understanding or interpretation of the meaning of any term in the Original Gathering Agreement or as evidence of the reasonableness or unreasonableness of any rates assessed by Catarina Midstream to SN Catarina under the Original Gathering Agreement or otherwise in any proceeding currently pending or hereinafter filed. |
Please indicate your agreement to the above by countersigning below.
| SN CATARINA, LLC |
| |
| |
By: | /s/ Cameron W. George |
Name: | Cameron W. George |
Title: | Chief Executive Officer |
ACKNOWLEDGED AND AGREED:
| CATARINA MIDSTREAM, LLC By: Evolve Transition Infrastructure LP, its sole member By: Evolve Transition Infrastructure GP LLC, |
By: | /s/ Charles C. Ward |
Name: | Charles Ward |
Title: | Chief Financial Officer and Secretary |