AMENDED AND RESTATED CRUDE OIL TREATING AGREEMENT AGREEMENT ADDENDUM 01 PLATTEVILLE FACILITY AND BRIGGSDALE FACILITY

Exhibit 10.10

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 [**].

AMENDED AND RESTATED

CRUDE OIL TREATING AGREEMENT

AGREEMENT ADDENDUM 01

PLATTEVILLE FACILITY AND BRIGGSDALE FACILITY

This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) shall be effective as between the Persons named below as “Producer”, “OpCo” and “Midstream Co” as of the date specified below as the “Effective Date”. Reference is made to the Agreement Terms and Conditions Relating to Crude Oil Treating Services (the “Agreement Terms and Conditions”) last updated October 9, 2015. This Agreement Addendum 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 all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions.

OpCo owns, directly or indirectly, all of the Controlling interest in Midstream Co.

Producer desires to contract with Midstream Co for Midstream Co to provide the Services utilizing the Individual System, and Midstream Co desires to provide the Services to Producer, on the terms and subject to the conditions of this Agreement.

In order for Producer to obtain a consistent level of service with respect to the treating and polishing of and other Services related to Crude Oil that are required by Producer within the Service Area, Producer and OpCo hereby enter into this Agreement so that OpCo can evidence its acceptance of the obligations pertaining to OpCo as set forth in the Agreement Terms and Conditions and in this Agreement Addendum, if any.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, Midstream Co, OpCo and Producer hereby agree as follows:

Producer		Noble Energy, Inc., a Delaware corporation
Midstream Co		Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns
OpCo		Noble Midstream Services, LLC, a Delaware limited liability company
Parties		The term “Party” or “Parties” shall refer to OpCo, Producer and the Midstream Co identified in this Agreement Addendum
Effective Date		October 1, 2015

Agreement Addendum 01 –Page 1

Second Amended and Restated Crude Oil Treating Agreement

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 [**].

Notice Address – General Matters & Correspondence		Midstream Co and OpCo c/o Noble Energy, Inc. 0000 Xxxxxxxx, Xxx 0000 Xxxxxx, XX 00000 Attention:         Finance Manager                           Xxxxxxx Xxxxxxx Telephone:       (000) 000-0000 Email:   Xxxxxxx.Xxxxxxx@xxxxxxxxx.xxx
Notice Address – Operational Matters		Midstream Co and OpCo c/o Noble Energy, Inc. 0000 Xxxxxxxx, Xxx 0000 Xxxxxx, XX 00000 Attention:     Director – Major Projects, DJ Basin                      Xxxxx Xxxxxxxxx
Notice Address – Force Majeure and Marketing interruptions		Midstream Co and OpCo c/o Noble Energy, Inc. Facsimile:   (000) 000-0000 Attention:    Oil Marketing Department
Notice Address – Invoicing Matters		Midstream Co and OpCo c/o Noble Energy, Inc. 0000 Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attention:         Director of Revenue Accounting                          Xxxx Xxxxxxx Telephone:       (000) 000-0000 Email:               Xxxx.Xxxxxxx@xxxxxxxxx.xxx
Payments by Electronic Funds Transfer		ABA/Routing Number: 000000000 Account Number: 657597188 Account Name: Full legal name of Midstream Co Financial Institution: XX Xxxxxx Bank Swift: XXXXXX00
Dedication Area		Weld County, Colorado and surrounding counties
Individual Horizontal Fee		$[**]/Relevant Well
Individual Vertical Fee		$[**]/Relevant Well

Agreement Addendum 01 –Page 2

Second Amended and Restated Crude Oil Treating Agreement

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 [**].

Deviations from Service Conditions (the specifications in this section supersede the applicable language from Exhibit A)

None

(End of Agreement Addendum 01)

Agreement Addendum 01 –Page 3

Second Amended and Restated Crude Oil Treating Agreement

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 [**].

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Effective Date.

“Producer”

NOBLE ENERGY, INC.
By:		/s/ Xxxx X. Xxxxxxxxxx
		Xxxx X. Xxxxxxxxxx
		Executive Vice President

Agreement Addendum 01 – Signature Page 1

Second Amended and Restated Crude Oil Treating Agreement

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 [**].

“OpCo”
NOBLE MIDSTREAM SERVICES, LLC
By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Chief Executive Officer

“Midstream Co”
COLORADO RIVER DEVCO LP
		By:		Colorado River DevCo GP LLC
				By:  Noble Midstream Services, LLC

				By:		/s/ Xxxxx X. Xxxxxxx
						Xxxxx X. Xxxxxxx
						Chief Executive Officer

Agreement Addendum 01 – Signature Page 2

Second Amended and Restated Crude Oil Treating Agreement