CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN
REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE
WITH TWO ASTERISKS (**).
Page | ||||||
Article 1 | ||||||
Organization | ||||||
1.1 | Continuation | 1 | ||||
1.2 | Name | 1 | ||||
1.3 | Business | 1 | ||||
1.4 | Places of Business; Registered Agent | 2 | ||||
1.5 | Term | 2 | ||||
1.6 | Qualification in Other Jurisdictions | 2 | ||||
1.7 | No State Law Partnership | 2 | ||||
1.8 | Title to Company Property | 2 | ||||
Article 2 | ||||||
Definitions and References | ||||||
2.1 | Defined Terms | 2 | ||||
2.2 | References, Titles and Other Rules of Construction | 8 | ||||
Article 3 | ||||||
Capitalization and Admission of Members | ||||||
3.1 | Membership Interests | 9 | ||||
3.2 | Capital Contributions | 9 | ||||
3.3 | Return of Contributions | 10 | ||||
3.4 | Preemptive Rights | 11 | ||||
Article 4 | ||||||
Allocations and Distributions | ||||||
4.1 | Allocation Among Members | 11 | ||||
4.2 | Distributions | 11 | ||||
4.3 | Special Distribution | 12 | ||||
Article 5 | ||||||
Management of the Company | ||||||
5.1 | Management by Members; Managing Member | 12 | ||||
5.2 | Resignation and Removal of the Managing Member | 12 | ||||
5.3 | Management and Operating Fees | 13 | ||||
5.4 | Duties and Powers of the Managing Member | 14 | ||||
5.5 | Officers | 15 | ||||
5.6 | Actions Requiring Member Approval | 17 | ||||
5.7 | No Duty to Consult | 18 | ||||
5.8 | Tax Matters | 18 | ||||
5.9 | Tax Returns | 19 | ||||
5.10 | Tax Matters Partner | 19 | ||||
5.11 | Classification | 19 |
Page | ||||||
5.12 | Subsidiary Governance | 19 | ||||
5.13 | Insurance | 20 |
Article 6 | ||||||
Processing Contracts; Marketing; Plant Expansions | ||||||
6.1 | Production Commitments/Member Gas/Tribal Royalty Gas | 20 | ||||
6.2 | Certain Duties, Powers and Representations of Ute Energy | 20 | ||||
6.3 | Third Party Processing Contracts | 21 | ||||
6.4 | Third Party Gas | 21 | ||||
6.5 | Marketing | 22 | ||||
6.6 | Plant Expansions | 22 | ||||
Article 7 | ||||||
Rights of Members | ||||||
7.1 | Rights of Members | 22 | ||||
7.2 | Liability to Third Parties | 23 | ||||
7.3 | Voting; Meetings of Members | 23 | ||||
7.4 | Indemnification; Advancement of Expenses; Insurance; Limitation of Liability | 23 | ||||
7.5 | Contracts with Affiliates | 26 | ||||
7.6 | Other Business Activities of Ute Energy | 26 | ||||
Article 8 | ||||||
Books, Reports, Budgets and Confidentiality | ||||||
8.1 | Books and Records; Capital Accounts | 27 | ||||
8.2 | Bank Accounts | 27 | ||||
8.3 | Reports | 27 | ||||
8.4 | Budget | 28 | ||||
8.5 | Capital Expansion Proposals and Sole Risk Project | 29 | ||||
8.6 | Overruns. | 30 | ||||
8.7 | Audits | 31 | ||||
8.8 | Objections to Reports | 31 | ||||
8.9 | Confidentiality | 31 | ||||
Article 9 | ||||||
Dissolution, Liquidation and Termination | ||||||
9.1 | Dissolution | 31 | ||||
9.2 | Liquidation and Termination | 32 | ||||
Article 10 | ||||||
Transfer of Interests | ||||||
10.1 | Limitation on Transfer | 33 | ||||
10.2 | Transferees | 33 |
Page | ||||||
Article 11 | ||||||
Miscellaneous | ||||||
11.1 | Notices | 34 | ||||
11.2 | Governing Law, Waiver of Jury Trial and Waiver of Certain Damages | 35 | ||||
11.3 | Waiver of Action for Partition | 35 | ||||
11.4 | Defaults | 35 | ||||
11.5 | Dispute Resolution | 35 | ||||
11.6 | Successors and Assigns | 35 | ||||
11.7 | Amendment | 36 | ||||
11.8 | Counterparts | 36 | ||||
11.9 | No Waiver | 36 | ||||
11.10 | Public Statements | 36 | ||||
11.11 | Execution in Writing | 37 | ||||
11.12 | Representation by Counsel | 37 | ||||
11.13 | Surface Use and Access Agreement. | 37 | ||||
List of Exhibits. | ||
Exhibit A | Member Interest | |
Exhibit B | Plant Description | |
Exhibit C-1 | [ intentionally omitted ] | |
Exhibit C-2 | [ intentionally omitted ] | |
Exhibit D | Allocations and Tax Procedures | |
Exhibit E | [ intentionally omitted ] | |
Exhibit F-1 | Form of Standard Third-Party Processing Contract (Keep Whole) | |
Exhibit F-2 | Form of Standard Third-Party Processing Contract (Processing Fee/POP) | |
Exhibit F-3 | Form of Standard Third-Party Processing Contract (POP) | |
Exhibit G | Form of Satellite Processing Agreement | |
Exhibit H | Form of NGL Marketing Agreement |
LIMITED LIABILITY COMPANY AGREEMENT
OF
CHIPETA PROCESSING LLC
ORGANIZATION
-1-
DEFINITIONS AND REFERENCES
-2-
-3-
-4-
-5-
-6-
-7-
-8-
CAPITALIZATION AND ADMISSION OF MEMBERS
-9-
-10-
ALLOCATIONS AND DISTRIBUTIONS
-11-
MANAGEMENT OF THE COMPANY
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
PROCESSING CONTRACTS; MARKETING; PLANT EXPANSIONS
-20-
-21-
RIGHTS OF MEMBERS
-22-
-23-
-24-
-25-
-26-
BOOKS, REPORTS, BUDGETS AND CONFIDENTIALITY
-27-
-28-
-29-
-30-
DISSOLUTION, LIQUIDATION AND TERMINATION
-31-
-32-
TRANSFER OF INTERESTS
-33-
MISCELLANEOUS
PO Box 173779
Denver, Colorado 80217-3779
Attention: Contract Administration
Facsimile No.: (720) 929-3906
with a copy to each of:
Anadarko Uintah Midstream, LLC
PO Box 173779
Denver, Colorado 80217-3779
Attention: Contract Administration
Facsimile No.: (720) 929-3906
and
Ute Energy Midstream Holdings LLC
PO Box 789
Fort Duchesne, Utah 84026
Attention: President
Facsimile No.: (435) 722-3902
and
Quantum Resources Management, LLC
1401 McKinney Street, Suite 2700
Houston, Texas 77010
Attention: General Counsel
Facsimile No.: (713) 452-2231
and
Quantum Energy Partners
-34-
Houston, Texas 77010
Attention: General Counsel
Facsimile No.: (713) 452-2021
-35-
-36-
-37-
ANADARKO UINTAH MIDSTREAM, LLC | ||||
By: | /s/ Danny J. Rea | |||
Name: | Danny J. Rea | |||
Title: | Vice President | |||
PO Box 173779 Denver, Colorado 80217-3779 Attention: Contract Administration Facsimile No.: (720) 929-3906 | ||||
UTE ENERGY MIDSTREAM HOLDINGS LLC | ||||
By: | /s/ Richard Sherrill | |||
Name: | Richard Sherrill | |||
Title: | Vice President | |||
PO Box 789 Fort Duchesne, Utah 84026 Attention: President Facsimile No.: (435) 722-3902 | ||||
WGR OPERATING, LP By: Western Gas Operating, LLC, its general partner | ||||
By: | /s/ Robert G. Gwin | |||
Name: | Robert G. Gwin | |||
Title: | President and Chief Executive Officer | |||
PO Box 173779 Denver, Colorado 80217-3779 Attention: Contract Administration Facsimile No.: (720) 929-3906 | ||||
MEMBER INTEREST
MEMBERSHIP INTEREST | ||||
Anadarko Uintah Midstream, LLC | 24 | % | ||
Ute Energy Midstream Holdings LLC | 25 | % | ||
WGR Operating, LP | 51 | % |
A-1
PLANT DESCRIPTION
A-1
ALLOCATIONS AND TAX PROCEDURES
D-1
D-2
D-3
D-4
D-5
D-6
D-7
D-8
D-9
FORM OF STANDARD THIRD-PARTY PROCESSING CONTRACT (KEEP WHOLE)
FORM OF KEEPWHOLE
GAS PROCESSING AGREEMENT
1
Producer: | ||||
YYYYY | ||||
Attention: | ||||
Telephone Number: | ||||
Facsimile Number: |
2
PO Box 137779
Denver, Colorado 80217-3779
Attention: Contract Administration
Facsimile Number: (720) 929-3906
3
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above. |
YYYYY | Chipeta Processing LLC | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
4
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
Dated:
1 of General Terms and Conditions
2 of General Terms and Conditions
3 of General Terms and Conditions
4 of General Terms and Conditions
5 of General Terms and Conditions
6 of General Terms and Conditions
7 of General Terms and Conditions
8 of General Terms and Conditions
9 of General Terms and Conditions
10 of General Terms and Conditions
11 of General Terms and Conditions
EXHIBIT A | RECEIPT POINTS | |
EXHIBIT B | REDELIVERY POINTS | |
EXHIBIT C | NOMINATION AND BALANCING PROCEDURES | |
EXHIBIT D | DEDICATION AREA |
F-1-1
Attached to and Made a Part of that Certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
Receipt Points | Meter Number | Section, Township, Range | ||
Sec. — T S — R E |
F-1-2
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
F-1-3
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
F-1-4
F-1-5
F-1-6
7.1. | Communication with the GCD should be directed as follows: Anadarko Uintah Midstream, LLC Attention: Gas Control Department PO Box 173779 Denver, Colorado 80217-3778 Telephone: (720) 929-6070 8:00 a.m. to 5:00 p.m. MT Facsimile: (720) 929-7070 |
F-1-7
Attached to and Made a Part of that Certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
F-1-8
FORM OF STANDARD THIRD-PARTY PROCESSING CONTRACT
(PROCESSING FEE/POP)
GAS PROCESSING AGREEMENT
(PROCESSING FEE/POP)
1
A = the gallons of the respective Plant Product per Mcf, as determined from the chromatographic analysis specified in paragraph 6.5. of the General Terms and Conditions; and | |||
B = the Net Delivered Volume; and | |||
C = the Fixed Recovery Percentage for the respective Plant Product listed in the following table: |
FIXED RECOVERY | ||||
PLANT PRODUCT | PERCENTAGE | |||
ethane | — | % | ||
propane | — | % | ||
iso-butane | — | % | ||
normal butane | — | % | ||
natural gasoline | — | % |
2
FIXED RECOVERY | ||||
PLANT PRODUCT | PERCENTAGE | |||
Ethane | — | % | ||
Propane | — | % | ||
iso-butane | — | % | ||
normal butane | — | % | ||
natural gasoline | — | % |
3
A = the gallons of the respective Plant Product per Mcf, as determined from the chromatographic analysis specified in paragraph 6.5. of the General Terms and Conditions; and | |||
B = the Net Delivered Volume; and | |||
C = the Fixed Recovery Percentage for the respective Plant Product listed in the following table: |
FIXED RECOVERY | ||||
PLANT PRODUCT | PERCENTAGE | |||
Ethane | — | % | ||
Propane | — | % | ||
iso-butane | — | % | ||
normal butane | — | % | ||
natural gasoline | — | % |
4
FIXED RECOVERY | ||||
PLANT PRODUCT | PERCENTAGE | |||
ethane | — | % | ||
propane | — | % | ||
iso-butane | — | % | ||
normal butane | — | % | ||
natural gasoline | — | % |
l. |
Contract Year | Contract Year 1 | Contract Years 2 -10 | ||
Committed Plant Capacity | ___Mcf per day | ___Mcf per day |
5
6
YYYYY | CHIPETA PROCESSING LLC | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
7
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC,as “Processor”
EXHIBIT A | RECEIPT POINTS AND DEDICATION AREA | |
EXHIBIT B | REDELIVERY POINTS | |
EXHIBIT C | NOMINATION AND BALANCING PROCEDURES |
F-2-1
Attached to and Made a Part of that Certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
Receipt Points | Meter Number | Section, Township, Range | ||
Sec. ___– T___S — R___E | ||||
Uintah County, Utah |
Township | Range | County/State |
F-2-2
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
F-2-3
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
F-2-4
F-2-5
F-2-6
Attention: Gas Control Department
PO Box 173779
Denver, Colorado 80217-377902
Telephone: (720) 929-6070
8:00 a.m. to 5:00 p.m. MT
Facsimile: (720) 929-7070
F-2-7
FORM OF STANDARD THIRD-PARTY PROCESSING CONTRACT (POP)
GAS PROCESSING AGREEMENT
(POP)
1
FIXED RECOVERY | ||
PLANT PRODUCT | PERCENTAGE | |
ethane | ___% | |
propane | ___% | |
iso-butane | ___% | |
normal butane | ___% | |
natural gasoline | ___% |
2
FIXED RECOVERY | ||
PLANT PRODUCT | PERCENTAGE | |
Ethane | ___% | |
Propane | ___% | |
iso-butane | ___% | |
normal butane | ___% | |
natural gasoline | ___% |
3
FIXED RECOVERY | ||
PLANT PRODUCT | PERCENTAGE | |
Ethane | ___% | |
Propane | ___% | |
iso-butane | ___% | |
normal butane | ___% | |
natural gasoline | ___% |
4
FIXED RECOVERY | ||
PLANT PRODUCT | PERCENTAGE | |
ethane | ___% | |
propane | ___% | |
iso-butane | ___% | |
normal butane | ___% | |
natural gasoline | ___% |
Contract Year | Contract Year 1 | Contract Years 2 -10 | ||
Committed Plant Capacity | ___Mcf per day | ___Mcf per day |
Attention:
Telephone Number: ..
Facsimile Number:
5
Denver, Colorado 80217-3779
Attention: Contract Administration
Telephone Number: (720) 929-6000
Facsimile Number: (720) 929-3906
6
YYYYY | CHIPETA PROCESSING LLC | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
7
Attached to and made a part of that certain
Gas Processing Agreement
1 of General Terms and Conditions
2 of General Terms and Conditions
3 of General Terms and Conditions
4 of General Terms and Conditions
5 of General Terms and Conditions
6 of General Terms and Conditions
7 of General Terms and Conditions
8 of General Terms and Conditions
9 of General Terms and Conditions
10 of General Terms and Conditions
EXHIBIT A | RECEIPT POINTS AND DEDICATION AREA | |
EXHIBIT B | REDELIVERY POINTS | |
EXHIBIT C | NOMINATION AND BALANCING PROCEDURES |
1 of General Terms and Conditions
Attached to and Made a Part of that Certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
Receipt Points | Meter Number | Section, Township, Range | ||
Sec. — T S — R E |
Township | Range | County/State |
2 of General Terms and Conditions
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor ”
3 of General Terms and Conditions
Attached to and made a part of that certain
Gas Processing Agreement
between
YYYYY, as “Producer”
and
Chipeta Processing LLC, as “Processor”
4 of General Terms and Conditions
5 of General Terms and Conditions
6 of General Terms and Conditions
7.1. | Communication with the GCD should be directed as follows: Anadarko Uintah Midstream, LLC Attention: Gas Control Department PO Box 173779 Denver, Colorado 80217-3779 Telephone: (720) 929-6070 8:00 a.m. to 5:00 p.m. MT Facsimile: (720) 929-7070 |
7 of General Terms and Conditions
FORM OF SATELLITE PROCESSING AGREEMENT
GAS PROCESSING AGREEMENT
1
P.O. Box 173779
Denver, CO 80217-3779
Attention: Contract Administration
Telephone Number: (720) 929-6000
Facsimile Number: (720)929-3906
2
P.O. Box 173779
Denver, Colorado 80217-3779
Attention: Contract Administration
Telephone Number: (720) 929-6000
Facsimile Number: (720) 929-3906
3
ANADARKO UINTAH MIDSTREAM, LLC | CHIPETA PROCESSING LLC | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
�� |
4
Attached to and made a part of that certain
Gas Processing Agreement
between
Chipeta Processing LLC, as “Chipeta”
and
Anadarko Uintah Midstream, LLC as “Processor”
Dated: ___________________
5
6 of General Terms and Conditions
7 of General Terms and Conditions
8 of General Terms and Conditions
9 of General Terms and Conditions
10 of General Terms and Conditions
11 of General Terms and Conditions
12 of General Terms and Conditions
13 of General Terms and Conditions
EXHIBIT A | RECEIPT POINTS | |
EXHIBIT B | REDELIVERY POINTS | |
EXHIBIT C | NOMINATION AND BALANCING PROCEDURES |
Attached to and Made a Part of that Certain
Gas Processing Agreement
between
Chipeta Processing LLC, as “Chipeta”
and
Anadarko Unitah Midstream, LLC, as “Processor”
Attached to and made a part of that certain
Gas Processing Agreement
between
Chipeta Processing LLC, as “Chipeta”
and
Anadarko Unitah Midstream, LLC, as “Processor”
Attached to and made a part of that certain
Gas Processing Agreement
between
Chipeta Processing LLC, as “Chipeta”
and
Anadarko Unitah Midstream, LLC, as “Processor”
Attention: Gas Control Department
P.O. Box 173779
Denver, Colorado 80217-3779
Telephone: (720) 929-6070
8:00 a.m. to 5:00 p.m. MT
Facsimile: (720) 929-7070
Form of NGL MARKETING AGREEMENT
Sale Contract
Contract #: _________
Dated: _________
Buyer: | ||||
Scott Marshall | Customer Number: | |||
1201 Lake Robbins Drive | ||||
The Woodlands, TX 77380 | ||||
Phone #: [_________] | ||||
Fax #: [_________] | ||||
Seller: | Gary Silvey | Anadarko Number | ||
Chipeta Processing LLC | ||||
1099 18th Street, Suite 1800 | ||||
Denver, CO 80202 | ||||
Phone #: [_________] | ||||
Fax #: [_________] |
Confirming agreement made this date, _________, between Gary Silvey of Chipeta Processing LLC and Scott Marshall of Anadarko Energy Services Company |
Contract Dates: | ||||
Product: | ||||
Quantity: | ||||
Delivery Terms: | ||||
Payment Terms: | ||||
H-1
Email:[___________________]
Commercial: | Operations: | Invoicing: | ||
Gary Silvey | Adam Kemp | Allan Taylor | ||
[_________] | [_________] | [_________] | ||
Contracts: | Credit: | |||
Kathy Christensen | David Branche | |||
[_________] | [_________] |
Anadarko Energy Services Company | ||||
By: | ||||
Name: | ||||
Title: | ||||
And | ||||
Chipeta Processing LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
H-2
H-3
H-4
H-5