FORM OF OMNIBUS AGREEMENT by and between NOBLE ENERGY, INC. NOBLE ENERGY SERVICES INC. NBL MIDSTREAM, LLC NOBLE MIDSTREAM SERVICES, LLC NOBLE MIDSTREAM GP LLC and NOBLE MIDSTREAM PARTNERS LP dated as ofOmnibus Agreement • July 22nd, 2016 • 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”), Noble Energy Services Inc., a Delaware corporation (“NESI”), 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 AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT GREELEY CRESCENT CONTRACT NUMBER:LAGC05-PWProduced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AMENDMENT 01 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Laramie River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Produced Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number LAGC05-PW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 05 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT consisting of the SECOND AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO CRUDE OIL GATHERING SERVICES taken together with the applicable SECOND AMENDED AND RESTATED AGREEMENT...Crude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
These SECOND AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO CRUDE OIL GATHERING SERVICES (these “Agreement Terms and Conditions”) (i) shall be effective with respect to each signatory of each Agreement Addendum as of the Effective Date specified in the applicable Agreement Addendum (defined below), (ii) were last updated as of March 31, 2016, (iii) are incorporated into and made a part of each Agreement Addendum, and (iv) taken together with the applicable Agreement Addendum shall constitute one Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.
FORM OF OPERATIONAL SERVICES AND SECONDMENT AGREEMENTOperational Services and Secondment Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Texas
This Operational Services and Secondment Agreement (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is entered into among Noble Energy, Inc., a Delaware corporation (“Noble”), Noble Energy Services Inc., a Delaware corporation (“NESI”), Noble Midstream GP LLC, a Delaware limited liability company (the “General Partner”), Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership”) and Noble Midstream Services LLC, a Delaware limited liability company (“OpCo”). Noble, the General Partner, the Partnership and OpCo are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT consisting of the SECOND AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES taken together with the applicable SECOND AMENDED AND RESTATED AGREEMENT...Produced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
These SECOND AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES (these “Agreement Terms and Conditions”) (i) shall be effective with respect to each signatory of each Agreement Addendum as of the Effective Date specified in the applicable Agreement Addendum (defined below), (ii) were last updated as of March 31, 2016, (iii) are incorporated into and made a part of each Agreement Addendum, and (iv) taken together with the applicable Agreement Addendum shall constitute one Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.
SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCHCrude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016, and recorded in the real property records of Weld County, Colorado, on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of
SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT AGREEMENT ADDENDUM XX OPCO’S OBLIGATIONSGas Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM XX (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “OpCo” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCHGas Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Condit
FORM OF TEXAS OIL GATHERING AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-OGTexas Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Texas Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of the Effective Date, and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: SJNC02-FWFresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AMENDMENT 01 (this “Amendment”) shall be effective as among Noble Energy, Inc., a Delaware corporation (the “Producer”) and San Juan River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Date”). This Amendment modifies that certain Second Amended and Restated Fresh Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number SJNC02-FW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 02 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum 02 and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 WELLS RANCHFresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditio
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: CRNC02-OGCrude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Colorado
This AMENDMENT 01 (this “Amendment”) shall be effective as among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Crude Oil Gathering Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number CRNC02-OG and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 02 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parti
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT GREELEY CRESCENT CONTRACT NUMBER: LAGC05-FWFresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AMENDMENT 01 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Laramie River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Agreement Effective Time”). This Amendment modifies that certain Second Amended and Restated Fresh Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number LAGC05-FW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 05 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
FORM OF TEXAS PRODUCED WATER SERVICES AGREEMENT consisting of the TEXAS AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES taken together with the applicable TEXAS AGREEMENT ADDENDUM now or in the future effectiveTexas Produced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
These TEXAS AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES (these “Agreement Terms and Conditions”) (i) shall be effective with respect to each signatory of each Agreement Addendum as of the Effective Date specified in the applicable Agreement Addendum (defined below), (ii) were last updated as of the Effective Date, (iii) are incorporated into and made a part of each Agreement Addendum, and (iv) taken together with the applicable Agreement Addendum shall constitute one Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.
ContractProduced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT consisting of the SECOND AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO FRESH WATER SERVICES taken together with the applicable SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM...Fresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
These SECOND AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO FRESH WATER SERVICES (these “Agreement Terms and Conditions”) (i) shall be effective with respect to each signatory of each Agreement Addendum as of the Effective Date specified in the applicable Agreement Addendum (defined below), (ii) were last updated as of March 31, 2016, (iii) are incorporated into and made a part of each Agreement Addendum, and (iv) taken together with the applicable Agreement Addendum shall constitute one Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT GREELEY CRESCENT CONTRACT NUMBER: LAGC05-OGCrude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AMENDMENT 01 (this “Amendment”) shall be effective as among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Laramie River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Crude Oil Gathering Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number LAGC05-OG and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 05 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Partie
SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT AGREEMENT ADDENDUM XX OPCO’S OBLIGATIONSCrude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM XX (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “OpCo” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Oil Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 05 GREELEY CRESCENTFresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM 05 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditio
NOBLE MIDSTREAM PARTNERS LP [●] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • New York
When Recorded, Mail To: Attn: DJ Land ManagerProduced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-GGGas Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Colorado
This AMENDMENT 01 (this “Amendment”) shall be effective as among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Gas Gathering Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number CRWR01-GG and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 01 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM XX OPCO’S OBLIGATIONSFresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM XX (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “OpCo” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-OGCrude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Colorado
This AMENDMENT 01 (this “Amendment”) shall be effective as among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Crude Oil Gathering Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number CRWR01-OG and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 01 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parti
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-FWFresh Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AMENDMENT 01 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Date”). This Amendment modifies that certain Second Amended and Restated Fresh Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number CRWR01-FW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 01 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 05 GREELEY CRESCENTCrude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 05 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016, and recorded in the real property records of Weld County, Colorado, on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of
SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT AGREEMENT ADDENDUM XX OPCO’S OBLIGATIONSProduced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM XX (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “OpCo” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: SJNC02-PWProduced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AMENDMENT 01 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the “Producer”) and San Juan River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Produced Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number SJNC02-PW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 02 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
FORM OF TEXAS PRODUCED WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-PWTexas Produced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Texas Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of the Effective Date, and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
FORM OF AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-PWProduced Water Services Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Colorado
This AMENDMENT 01 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Produced Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number CRWR01-PW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 01 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.
FORM OF TEXAS CRUDE OIL GATHERING AGREEMENT consisting of the TEXAS AGREEMENT TERMS AND CONDITIONS RELATING TO CRUDE OIL GATHERING SERVICES taken together with the applicable TEXAS AGREEMENT ADDENDUM now or in the future effectiveTexas Crude Oil Gathering Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Texas
These TEXAS AGREEMENT TERMS AND CONDITIONS RELATING TO CRUDE OIL GATHERING SERVICES (these “Agreement Terms and Conditions”) (i) shall be effective with respect to each signatory of each Agreement Addendum as of the Effective Date specified in the applicable Agreement Addendum (defined below), (ii) were last updated as of the Effective Date, (iii) are incorporated into and made a part of each Agreement Addendum, and (iv) taken together with the applicable Agreement Addendum shall constitute one Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.
FORM OF BLANCO RIVER DEVCO LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated Effective as of [ ], 2016Limited Partnership Agreement • July 22nd, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This First Amended and Restated Agreement of Limited Partnership of Blanco River DevCo LP (the “Partnership”), dated effective as of [ ], 2016 (the “Effective Date”), is entered into by and between Blanco 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:
