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.
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 • September 6th, 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”).
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 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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: SJNC02-FWServices 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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: CRNC02-OGGathering 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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT GREELEY CRESCENT CONTRACT NUMBER: LAGC05-OGGathering 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
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT NORTHERN COLORADO CONTRACT NUMBER: SJNC02-PWServices 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 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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT GREELEY CRESCENT CONTRACT NUMBER:LAGC05-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 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.
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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-OGGathering 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 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
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-FWRiver Fresh Water 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 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.
AMENDMENT 01 TO THAT CERTAIN SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT WELLS RANCH CONTRACT NUMBER: CRWR01-PWRiver Produced Water 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.
THIRD AMENDED AND RESTATED CRUDE OIL TREATING AGREEMENT consisting of the THIRD AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO CRUDE OIL TREATING SERVICES taken together with the applicable THIRD AMENDED AND RESTATED AGREEMENT...Crude Oil Treating Agreement • September 6th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
These THIRD AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO CRUDE OIL TREATING SERVICES (these “Agreement Terms and Conditions”) (i) shall be effective with respect to each signatory of each Agreement Addendum (defined below) as of the Effective Date (defined below) specified in the applicable Agreement Addendum, (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.
TEXAS OIL GATHERING AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-OGGathering 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.
THIRD AMENDED AND RESTATED CRUDE OIL TREATING AGREEMENT THIRD AMENDED AND RESTATED AGREEMENT ADDENDUM 02 BRIGGSDALE FACILITY CONTRACT NUMBER: CRALL1-OTNoble Midstream Partners LP • September 6th, 2016 • Pipe lines (no natural gas)
This THIRD AMENDED AND RESTATED AGREEMENT ADDENDUM 02 (this “Agreement Addendum”) (a) shall be effective as between the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Third Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Treating Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016, 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.
TEXAS PRODUCED WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-PWServices 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 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.
THIRD AMENDED AND RESTATED CRUDE OIL TREATING AGREEMENT THIRD AMENDED AND RESTATED AGREEMENT ADDENDUM 01 PLATTEVILLE FACILITY CONTRACT NUMBER: CRALL1-OTTreating Agreement • September 6th, 2016 • Noble Midstream Partners LP • Pipe lines (no natural gas)
This THIRD AMENDED AND RESTATED AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as between the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Third Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Treating Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016, 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.
