ren-ex101_6.htm



Exhibit 10.1

 

AMENDMENT NO. 8

 

Product Sale and Purchase Contract

Dated July 1, 2007

By and between

Resolute Natural Resources Company, LLC

and

Kinder Morgan CO2 Company, L.P.

 

THIS AMENDMENT is made and entered into effective the first day of October 2016, by and between Resolute Natural Resources Company, LLC (“Buyer”) and Kinder Morgan CO2 Company, L.P. (“Seller”).

 

PREMISES:

 

WHEREAS, Buyer and Seller are parties to a Product Sale and Purchase Contract Dated July 1, 2007 (“Contract”); and 

 

WHEREAS, Buyer and Seller last amended the Contract effective January 1, 2016 (“Contract”); and

 

WHEREAS, Buyer and Seller desire to restructure the Contract for the purpose of (i) increasing Buyer’s volume requirements including Buyer’s commitment to take such additional volume (ii) modification of payment terms and (iii) modification of the Financial Assurance provision; 

 

NOW, THEREFORE, in consideration of the premises and mutual benefits and covenants herein contained, Buyer and Seller agree as follows:

 

 

1. Section 8.1 shall be deleted in its entirety and replaced with the following:

 

“8.1Payment. Seller shall notify Buyer of the total actual quantity of Product delivered by Seller at the Delivery Point during each Month by the third (3rd) work Day after the fifteenth (15th) Day of the month and again by the third (3rd) work Day following the end of such Month. Seller shall furnish to Buyer, via email, a mid-month invoice showing the total actual quantity of Product delivered hereunder during the first fifteen (15) Days of the Month at the Delivery Point.  Buyer shall make payment to Seller of the amount of such mid-Month invoice on or before seven (7) Days after the date of receipt of such invoice. After the end of each Month, Seller shall furnish to Buyer via email, a Monthly invoice showing the total quantity of Product delivered hereunder during such preceding Month at the Delivery Point, such invoice to include the Deficiency Credit balance as calculated per Article 5.3 and an appropriate set-off as a result of the mid-Month payment made by Buyer. Buyer shall make payment to Seller of the amount of such invoice 

 



 

on or before seven (7) Days after the date of receipt of such invoice. All payments shall be electronically transferred to:

 

Payment by Wire:

Kinder Morgan CO2 Company, L.P.

Wells Fargo Bank, NA

ABA #121 000 248

Account # 412 104 9456”

 

2. Section 8.5 shall be deleted in its entirety and replaced with the following:

 

“8.5Financial Assurance.In conjunction with execution of Amendment No. 8 to the Contract, Buyer has entered into, in favor of Seller, a Revolving Letter of Credit from a U.S. band approved by Seller, in the form substantially similar to Exhibit “C” attached hereto and incorporated herein, in the amount of five hundred fifty thousand  dollars ($550,000).  Seller may from time to time, in its sole and reasonable discretion, require an increase of the Revolving Letter of Credit to account for material increases in the Unit Price as a result of the P-5 WTI postings.  If such Revolving Letter of Credit increase is not received by Seller within ten (10) business Days from the demand therefor, then Seller at its option may suspend performance of this Contract immediately.  In addition, if Buyer, within fifteen (15) Days’ notice from Seller, has not paid all past due obligations under this Contract or has failed to provide a requested Revolving Letter of Credit increase, Seller may terminate this Contract immediately.”

 

3. Exhibit “A-7” shall be replaced in its entirety with Exhibit “A-8”, attached hereto, and any references in the Contract to Exhibit “A”, Exhibit “A-1”, Exhibit “A-2”, Exhibit “A-3”, Exhibit “A-4”, Exhibit “A-5”, Exhibit “A-6”, Exhibit “A-7” and Exhibit “B” will now be referred to as Exhibit “A-8”.

 

All other terms and conditions contained in the Contract shall remain in full force and effect.

 

IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment No. 8 to be executed by their duly authorized representatives effective as of October 1, 2016.

 


	
“Buyer”
	
 
	
 
	
 
	
“Seller”

	
Resolute Natural Resources Company, LLC
	
 
	
 
	
 
	
Kinder Morgan CO2 Company, L.P.

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
By:
	
  /s/ Patrick Flynn
	
 
	
 
	
 
	
By:
	
 
	
/s/ Jesse Arenivas

	
 

Name:
	
  Patrick Flynn
	
 
	
 
	
 
	
 

Name:
	
 
	
  Jesse Arenivas

	
 

Title:
	
  Vice President
	
 
	
 
	
 
	
 

Title:
	
 
	
  President

	
 

Date:
	
  11/1/2016
	
 
	
 
	
 
	
 

Date:
	
 
	
  11/29/2016




 



 

EXHIBIT A-8

TO THE

PRODUCT SALE AND PURCHASE CONTRACT

BY AND BETWEEN

RESOLUTE NATURAL RESOURCES COMPANY

AND

KINDER MORGAN CO2 COMPANY, L.P.

 

 


					
	
Contract Year
	
Number of Days
	
Daily Contract Quantity in Mcf
	
Annual Contract Quantity in Mcf
	
Annual Contract Quantity in Bcf

	
Jul-07
	
31
	
6,000
	
186,000
	
0.186

	
Aug-07
	
31
	
5,497
	
170,407
	
0.170

	
Sep-07
	
30
	
11,344
	
340,320
	
0.340

	
Oct-07
	
31
	
25,200
	
781,200
	
0.781

	
Nov-07
	
30
	
24,889
	
746,670
	
0.747

	
Dec-07
	
31
	
24,445
	
757,795
	
0.758

	
2008
	
366
	
32,245
	
11,801,670
	
11.802

	
2009
	
365
	
50,000
	
18,250,000
	
18.250

	
Jan-Aug 2010
	
243
	
41,000
	
9,963,000
	
9.963

	
Sep-Dec 2010
	
122
	
45,000
	
5,490,000
	
5.490

	
2011
	
365
	
58,000
	
21,170,000
	
21.170

	
2012
	
366
	
48,000
	
17,568,000
	
17.568

	
2013
	
365
	
72,000
	
26,280,000
	
26.280

	
2014
	
365
	
55,000
	
20,075,000
	
20.075

	
2015
	
365
	
60,000
	
21,900,000
	
21.900

	
Jan-Sep 2016
	
274
	
45,000
	
12,330,000
	
12.330

	
Oct-Dec 2016
	
92
	
25,000
	
2,300,000
	
2.300

	
2017
	
365
	
25,000
	
9,125,000
	
9.125

	
2018
	
365
	
25,000
	
9,125,000
	
9.125

	
2019
	
365
	
 
	
-
	
-

	
2020
	
366
	
 
	
-
	
-

	
 
	
 
	
 
	
188,360,062
	
188.360