Exhibit 10.5
Execution Copy
AMENDED AND RESTATED
CONSTRUCTION AND FIELD GATHERING AGREEMENT
by and between
REPUBLIC MIDSTREAM, LLC
("Gatherer")
and
PENN VIRGINIA OIL & GAS, L.P.
("Shipper")
Dated September 24, 2015
TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS
1
ARTICLE IIDEDICATION AND COMMITMENT
6
ARTICLE IIICONSTRUCTION AND OWNERSHIP OF THE GATHERING SYSTEM; CONSTRUCTION
SCHEDULE
8
ARTICLE IVCHARACTERISTICS OF THE GATHERING SYSTEM
11
ARTICLE VQUANTITY, NOMINATION AND IMBALANCE PROCEDURES
12
ARTICLE VICONTROL OF OIL
13
ARTICLE VIIMEASUREMENT AND TESTING
14
ARTICLE VIIIQUALITY
14
ARTICLE IXMINIMUM VOLUME COMMITMENT; FEES
14
ARTICLE XTERM
15
ARTICLE XISTATEMENTS AND PAYMENTS
15
ARTICLE XIIREGULATION
16
ARTICLE XIIITAXES AND ROYALTIES
17
ARTICLE XIVREPRESENTATIONS AND WARRANTIES
18
ARTICLE XVEASEMENTS
18
ARTICLE XVIINDEMNITY
19
ARTICLE XVIINOTICES AND STATEMENTS
20
ARTICLE XVIIIFORCE MAJEURE
21
ARTICLE XIXCONFIDENTIAL INFORMATION
21
ARTICLE XXASSIGNMENT OR SALE OF GATHERING SYSTEM
22
ARTICLE XXIMISCELLANEOUS
23
EXHIBITS
EXHIBIT A-1
DEDICATION AREA
EXHIBIT A-2
INITIAL WELLS
EXHIBIT B
NOMINATION PROCEDURES
EXHIBIT C
MEASUREMENT AND TESTING
EXHIBIT D
REQUIRED INSURANCE
EXHIBIT E
FORM OF MEMORANDUM OF DEDICATION - GONZALES
EXHIBIT F
FORM OF MEMORANDUM OF DEDICATION - LAVACA
EXHIBIT G
DESIGN PROPOSAL
EXHIBIT H
FORM OF TARIFF
EXHIBIT I
FORM OF MEMORANDUM OF DEDICATION - FAYETTE
2
CONSTRUCTION AND FIELD GATHERING AGREEMENT
THIS AMENDED AND RESTATED CONSTRUCTION AND FIELD GATHERING AGREEMENT (this
"Agreement") is made and entered into this 24th day of September, 2015 (the
"Effective Date") by and between Republic Midstream, LLC, a Delaware limited
liability company ("Gatherer"), and Penn Virginia Oil & Gas, L.P., a Texas
limited partnership ("Shipper"). Gatherer and Shipper may hereinafter be
referred to singularly as a "Party" and, together, as the "Parties." This
Agreement supersedes and replaces that certain Construction and Field Gathering
Agreement dated July 30, 2014, as amended, by and between the Parties.
W I T N E S S E T H:
WHEREAS, the Parties desire that Gatherer construct, own and operate certain
crude oil gathering lines to gather Shipper's Oil (as defined in Article I)
within the Dedication Area (as defined in Article I) and to deliver Shipper's
Oil to the Delivery Points (as defined in Article I); and
WHEREAS, Shipper desires to have Shipper's Oil within the Dedication Area
gathered by Gatherer and delivered to the Delivery Points;
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, together with other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the Parties, for themselves and for their successors and
assigns, do hereby mutually covenant and agree as follows:
ARTICLE I
DEFINITIONS
For the purposes of this Agreement, the following terms are defined as follows:
"Acreage Swap" has the meaning given such term in Section 2.8.
"Additional Segment" means the Crude Oil gathering pipelines and other related
facilities and equipment located in the Dedication Area necessary to gather and
transport Crude Oil from a Receipt Point to any existing portion of the
Gathering System.
"Additional Units" has the meaning given