FORM OF CREDIT AGREEMENT dated as of November [ ], 2015 among NOBLE MIDSTREAM SERVICES, LLC, as Borrower, NOBLE MIDSTREAM PARTNERS LP, as Parent, as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The Other Lenders and L/C Issuers...Credit Agreement • November 6th, 2015 • Noble Midstream Partners LP • Pipe lines (no natural gas) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November [ ], 2015, among Noble Midstream Services, LLC, a Delaware limited liability company (the “Borrower”), Noble Midstream Partners LP, a Delaware limited partnership (the “Parent”), each Lender from time to time party hereto, [ ], as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the other L/C Issuers and Swingline Lenders named herein.
NOBLE MIDSTREAM PARTNERS LP [●] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2015 • Noble Midstream Partners LP • Pipe lines (no natural gas) • New York
FORM OF GUNNISON RIVER DEVCO LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated Effective as of [ ], 2015Noble Midstream Partners LP • November 6th, 2015 • Pipe lines (no natural gas) • Delaware
This First Amended and Restated Agreement of Limited Partnership of Gunnison River DevCo LP (the “Partnership”), dated effective as of [ ], 2015 (the “Effective Date”), is entered into by and between Gunnison River DevCo GP LLC, a Delaware limited liability company (the “General Partner”), and NBL Midstream, LLC, a Delaware limited liability company (“Limited Partner”). In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF OMNIBUS AGREEMENT by and between NOBLE ENERGY, INC. NBL MIDSTREAM, LLC NOBLE MIDSTREAM SERVICES, LLC NOBLE MIDSTREAM GP LLC and NOBLE MIDSTREAM PARTNERS LP dated as ofOmnibus Agreement • November 6th, 2015 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Texas
This OMNIBUS AGREEMENT (as amended, modified, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Noble Energy, Inc., a Delaware corporation (“Noble”), NBL Midstream, LLC, a Delaware limited liability company (“NBL Midstream”), Noble Midstream Services, LLC, a Delaware limited liability company (“OpCo”), Noble Midstream GP LLC, a Delaware limited liability company (the “General Partner”), and Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership” and, together with Noble, NBL Midstream, OpCo and the General Partner, the “Parties” and each a “Party”).
FORM OF NOBLE MIDSTREAM GP LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of [ ], 2015Limited Liability Company Agreement • November 6th, 2015 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NOBLE MIDSTREAM GP LLC, a Delaware limited liability company (the “Company”), dated effective as of [ ], 2015, is entered into by NBL MIDSTREAM, LLC, a Delaware limited liability company (the “Sole Member”), as the sole member of the Company as of the date hereof.
FORM OF OPERATIONAL SERVICES AND SECONDMENT AGREEMENTForm of Operational Services and Secondment Agreement • November 6th, 2015 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Texas
This Operational Services and Secondment Agreement (this “Agreement”), dated as of [●], 2015 (the “Effective Date”), is entered into among Noble Energy, Inc., a Delaware corporation (“Noble”), Noble Midstream GP LLC, a Delaware limited liability company (the “General Partner”), and Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Noble, the General Partner, and the Partnership are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
