Noble Midstream Partners LP Sample Contracts
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NOBLE MIDSTREAM PARTNERS LP A Delaware Limited Partnership Dated as of September 20, 2016Limited Partnership Agreement • September 20th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NOBLE MIDSTREAM PARTNERS LP, dated as of September 20, 2016, is entered into by and between NOBLE MIDSTREAM GP LLC, a Delaware limited liability company, as the General Partner, and NBL MIDSTREAM, LLC, a Delaware limited liability company (“NBL Midstream”), as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF CREDIT AGREEMENT dated as of September [ ], 2016 among NOBLE MIDSTREAM SERVICES, LLC, as Borrower, NOBLE MIDSTREAM PARTNERS LP, as Parent, JPMORGAN CHASE BANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The Other...Credit Agreement • September 6th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September [ ], 2016, 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, JPMorgan Chase Bank, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the other L/C Issuers and Swingline Lenders named herein.
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of March 9, 2018 (this “Agreement”), among NOBLE MIDSTREAM SERVICES LLC, a Delaware limited liability company (the “Borrower”), NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Parent”),...Credit Agreement • March 12th, 2018 • Noble Midstream Partners LP • Pipe lines (no natural gas) • New York
CREDIT AGREEMENT dated as of September 20, 2016, as amended and restated as of March 9, 2018, 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, JPMorgan Chase Bank, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the other L/C Issuers and Swing Line Lenders named herein.
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
COLORADO RIVER DEVCO LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated Effective as of September 20, 2016Limited Partnership Agreement • September 20th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This First Amended and Restated Agreement of Limited Partnership of Colorado River DevCo LP (the “Partnership”), dated effective as of September 20, 2016, (the “Effective Date”), is entered into by and between Colorado 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:
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NOBLE MIDSTREAM PARTNERS LP A Delaware Limited Partnership Dated as of November 14, 2019Limited Partnership Agreement • November 15th, 2019 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NOBLE MIDSTREAM PARTNERS LP, dated as of November 14, 2019, is entered into by and between NOBLE MIDSTREAM GP LLC, a Delaware limited liability company, as the General Partner, and NBL MIDSTREAM, LLC, a Delaware limited liability company (“NBL Midstream”), as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
AGREEMENT AND PLAN OF MERGER by and among CHEVRON CORPORATION, CADMIUM HOLDINGS INC., CADMIUM MERGER SUB LLC, NOBLE MIDSTREAM GP LLC and NOBLE MIDSTREAM PARTNERS LP March 4, 2021Merger Agreement • March 5th, 2021 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 4, 2021 (this “Agreement”), is entered into by and among Chevron Corporation, a Delaware corporation (“Parent”), Cadmium Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdings”), Cadmium Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Holdings (“Merger Sub”), Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Noble Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
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 of September 20, 2016Omnibus Agreement • September 20th, 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF COLORADO RIVER LLCLimited Liability Company Agreement • February 12th, 2020 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Colorado River LLC, a Delaware limited liability company (the “Company”), dated effective as of 12:01 a.m. on December 31, 2019, is executed, agreed to and adopted, for good and valuable consideration, by Noble Midstream Services, LLC, a Delaware limited liability company (the “Member”).
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-PWProduced Water Services Agreement • September 6th, 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 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.
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 effectiveCrude Oil Gathering Agreement • September 6th, 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.
OPERATIONAL SERVICES AND SECONDMENT AGREEMENTOperational Services and Secondment Agreement • September 20th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Texas
This Operational Services and Secondment Agreement (this “Agreement”), dated as of September 20, 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
AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT consisting of the AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES taken together with an applicable AGREEMENT ADDENDUMProduced Water Services Agreement • February 12th, 2020 • Noble Midstream Partners LP • Pipe lines (no natural gas)
These AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES (these “Agreement Terms and Conditions”) are dated as of November 14, 2019 (the “T&C Effective Date”) and (i) shall be effective with respect to each Agreement Addendum to which these Agreement Terms and Conditions are incorporated into and made a part, and shall replace and supersede any previous Agreement Terms and Conditions as of the T&C Effective Date, (ii) shall apply to any subsequently executed Agreement Addendum entered into by any Producer and any Midstream Co. expressly referencing and incorporating these Agreement Terms and Conditions, and (iii) taken together with each such existing or future Agreement Addendum shall constitute, in each case, a single Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.
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
TEXAS OIL GATHERING AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-OGTexas Oil Gathering Agreement • September 6th, 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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: SJNC02-FWFresh Water Services Agreement • September 6th, 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.
OF NOBLE MIDSTREAM PARTNERS LP EMPLOYEE RESTRICTED UNIT AGREEMENTEmployee Restricted Unit Agreement • May 2nd, 2017 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS AGREEMENT is made and entered into as of ________________________, by and between NOBLE MIDSTREAM GP LLC, a Delaware limited partnership (the “Company”), which serves as the general partner of Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and ______________________ (the “Employee”).
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
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: CRNC02-OGCrude Oil Gathering Agreement • September 6th, 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
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT GREELEY CRESCENT CONTRACT NUMBER: LAGC05-FWFresh Water Services Agreement • September 6th, 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.
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 • September 6th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • Texas
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 [**].
NOBLE MIDSTREAM GP LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of September 20, 2016Limited Liability Company Agreement • September 20th, 2016 • 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 September 20, 2016, 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.
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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT GREELEY CRESCENT CONTRACT NUMBER: LAGC05-OGCrude Oil Gathering Agreement • September 6th, 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 12,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 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)
CREDIT AGREEMENT dated as of September 20, 2016 among NOBLE MIDSTREAM SERVICES, LLC, as Borrower, NOBLE MIDSTREAM PARTNERS LP, as Parent, JPMORGAN CHASE BANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The Other Lenders,...Credit Agreement • September 20th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 20, 2016, 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, JPMorgan Chase Bank, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the other L/C Issuers and Swingline Lenders named herein.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-GGGas Gathering Agreement • September 6th, 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.