EX-10.3



 Exhibit 10.3 

FORM OF OMNIBUS AGREEMENT 

by and between 
 NOBLE ENERGY,
INC. 
 NBL MIDSTREAM, LLC 

NOBLE MIDSTREAM SERVICES, LLC 

NOBLE MIDSTREAM GP LLC 

and 
 NOBLE MIDSTREAM PARTNERS
LP 
 dated as of 

[            ], 2015 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 1.1
	 	 Definitions
	  	 	1	  
	 1.2
	 	 Rules of Construction
	  	 	7	  
		
	 ARTICLE II INDEMNIFICATION
	  	 	8	  
			
	 2.1
	 	 Environmental Indemnification
	  	 	8	  
	 2.2
	 	 Right-of-Way Indemnification.
	  	 	9	  
	 2.3
	 	 Additional Indemnification.
	  	 	10	  
	 2.4
	 	 Indemnification Procedures
	  	 	11	  
	 2.5
	 	 Limitations Regarding Indemnification
	  	 	12	  
	 2.6
	 	 Exclusive Remedy
	  	 	13	  
		
	 ARTICLE III SERVICES; REIMBURSEMENT
	  	 	13	  
			
	 3.1
	 	 General and Administrative Services
	  	 	13	  
	 3.2
	 	 Administrative Fee
	  	 	14	  
	 3.3
	 	 Reimbursement of General and Administrative Expenses.
	  	 	15	  
	 3.4
	 	 Transition Services.
	  	 	15	  
		
	 ARTICLE IV RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER
	  	 	15	  
			
	 4.1
	 	 Right of First Refusal to Purchase Certain Assets
	  	 	15	  
	 4.2
	 	 ROFR Procedures.
	  	 	16	  
	 4.3
	 	 Right of First Offer.
	  	 	19	  
	 4.4
	 	 ROFO Procedures.
	  	 	20	  
		
	 ARTICLE V ACCESS RIGHTS
	  	 	21	  
			
	 5.1
	 	 Access Rights.
	  	 	21	  
		
	 ARTICLE VI MISCELLANEOUS
	  	 	21	  
			
	 6.1
	 	 Confidentiality
	  	 	21	  
	 6.2
	 	 Choice of Law; Mediation; Submission to Jurisdiction
	  	 	22	  
	 6.3
	 	 Entire Agreement
	  	 	24	  
	 6.4
	 	 Termination of Agreement
	  	 	24	  
	 6.5
	 	 Amendment or Modification
	  	 	24	  
	 6.6
	 	 Assignment
	  	 	24	  
	 6.7
	 	 Counterparts
	  	 	24	  
	 6.8
	 	 Severability
	  	 	24	  
	 6.9
	 	 Further Assurances
	  	 	24	  
	 6.10
	 	 Rights of Limited Partners
	  	 	24	  

  

					
	 SCHEDULES:
	 	
		
	 Schedule A
	 	 [Reserved]

		
	 Schedule B
	 	 General and Administrative Services

		
	 Schedule C
	 	 [Reserved]

		
	 Schedule D
	 	 [Reserved]

		
	 Schedule E
	 	 Property Access Rights



  
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 OMNIBUS AGREEMENT 

This OMNIBUS AGREEMENT (as amended, modified, supplemented or restated from time to time in accordance with the terms hereof, this
“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Noble Energy, Inc., a Delaware corporation (“Noble”), NBL Midstream, LLC, a Delaware limited liability
company (“NBL Midstream”), Noble Midstream Services, LLC, a Delaware limited liability company (“OpCo”), Noble Midstream GP LLC, a Delaware limited liability company (the “General Partner”), and
Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership” and, together with Noble, NBL Midstream, OpCo and the General Partner, the “Parties” and each a “Party”). 

RECITALS 
 1. Capitalized
terms used in this Agreement are defined in Article I. 
 2. The Parties desire by their execution of this Agreement to evidence
their understanding, as more fully set forth in Article II, with respect to certain indemnification obligations of the Parties to each other. 

3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III,
with respect to (i) the amount to be paid by the Partnership for general and administrative services relating to operating the Partnership’s business to be performed by Noble and its Affiliates (including the General Partner) for and on
behalf of the Partnership Group, (ii) the reimbursement of expenses incurred by Noble and its Affiliates on behalf of the Partnership Group and (iii) the reimbursement of costs incurred by Noble and its Affiliates on behalf of the
Partnership Group for certain transition services. 
 4. The Parties desire by their execution of this Agreement to evidence their
understanding, as more fully set forth in Article IV, with respect to the amendment and restatement of the Partnership Group’s right of first refusal to purchase the ROFR Assets and the right of first offer to purchase the ROFO Equity.

 5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V,
with respect to the amendment and restatement of the Partnership Group’s right to access and use certain items of real and personal property owned by Noble. 

In consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 ARTICLE I 

DEFINITIONS 
 1.1
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: 
 “Acceptance
Deadline” is defined in Section 4.2(b). 

  
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 “Administrative Fee” is defined in Section 3.2(a). 

“Affiliate” is defined in the Partnership Agreement; provided that, for the purposes of this Agreement, any Person
that is a Partnership Group Member shall be deemed not an Affiliate of Noble and its Subsidiaries (other than the Partnership Group). 

“Agreement” is defined in the introductory paragraph of this Agreement. 

“Closing Date” means the closing date of the Partnership’s IPO. 

“Confidential Information” means (1) all information contained in (and the existence of) each Services Notice and
Disposition Notice and (2) any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or
technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or
customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any
of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts,
databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of
the foregoing; provided, however, that Confidential Information does not include information that a Receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain
without breach of this Agreement, (b) has been furnished or made known to the Receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the Receiving Party to involve a breach of
the third party’s obligations to a Party or (c) was developed independently of information furnished or made available to the Receiving Party as contemplated under this Agreement. 

“Contribution Agreement” means the Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, by and
between the General Partner, the Partnership, Noble and the other Partnership Group Members party thereto, with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or
restated from time to time. 
 “Covered Environmental Losses” is defined in Section 2.1(a). 

“Covered Property Losses” is defined in Section 2.2. 

“Deductible” is defined in Section 2.5(a)(i). 

“Disclosing Party” is defined in Section 6.1(a). 

  
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 “Disposition Notice” is defined in Section 4.2(a). 

“Environmental Laws” means all federal, state and local laws, statutes, rules, regulations, orders, judgments, ordinances,
codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereinafter in effect relating to (a) pollution or protection of human health, natural resources, wildlife and the
environment or workplace health or safety, including the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq., the Resource Conservation and Recovery Act of
1976, as amended, 42 U.S.C. §§6901 et seq., the Clean Air Act, as amended, 42 U.S.C. §§7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§1251 et seq., the Toxic
Substances Control Act, as amended, 15 U.S.C. §§2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C. §§2701 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§300f et seq., the
Hazardous Materials Transportation Act of 1994, as amended, 49 U.S.C. §§5101 et seq., and other environmental conservation and protection laws and the Occupational Safety and Health Act of 1970, 29 U.S.C. §§651 et
seq., and the regulations promulgated pursuant thereto, and any state or local counterparts, each as amended from time to time and (b) the generation, manufacture, processing, distribution, use, treatment, storage, transport or handling of
any Hazardous Substances. 
 “Environmental Permit” means any permit, approval, identification number, license,
registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law, including applications for renewal of such permits in which the application allows for continued
operation under the terms of an expired permit. 
 “First ROFR Asset Acceptance Deadline” is defined in Section
4.2(a). 
 “General and Administrative Services” is defined in Section 3.1(a). 

“General Partner” is defined in the introductory paragraph of this Agreement. 

“Governmental Authority” means any federal, state, tribal, foreign or local governmental entity, authority, department, court
or agency, including any political subdivision thereof, exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, and including any arbitrating body,
commission or quasi-governmental authority or self-regulating organization of competent authority exercising or enlisted to exercise similar power or authority. 

“Hazardous Substance” means (a) any substance, whether solid, liquid, gaseous, semi-solid, or any combination thereof,
that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law,
including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and including asbestos and lead-containing paints or coatings, radioactive materials, polychlorinated biphenyls
and greenhouse gases and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons. 

  
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 “Identification Deadline” means the third anniversary of the Closing Date. 

“Indemnified Party” means the Party entitled to indemnification in accordance with Article II. 

“Indemnifying Party” means the Party from whom indemnification may be sought in accordance with Article II. 

“IPO” means the initial public offering of common units representing limited partner interests in the Partnership. 

“Limited Partner” is defined in the Partnership Agreement. 

“Losses” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties,
costs and expenses (including court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent. 

“Mediation Notice” is defined in Section 6.2(b). 

“NBL Midstream” is defined in the introductory paragraph of this Agreement. 

“NEI Invoice Delivery Date” is defined in Section 3.2(d)(i). 

“Noble” is defined in the introductory paragraph of this Agreement. The term “Noble” shall include any successor by
merger to the ultimate parent company of Noble Energy Group. 
 “Noble Energy Group” means Noble and all of its
Subsidiaries (other than the General Partner and the Partnership Group). 
 “Noble Energy Group Member” means any member of
the Noble Energy Group. 
 “Offer Price” is defined in Section 4.2(a). 

“OpCo” is defined in the introductory paragraph of this Agreement. 

“Operational Services and Secondment Agreement” means that certain Operational Services Agreement, dated as of the Closing
Date, by and among the Partnership, the General Partner and Noble, as such may be amended, supplemented or restated from time to time. 

“Original Lease” is defined in Section 2.3(c). 

“Partnership” is defined in the introductory paragraph of this Agreement. 

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of
the Closing Date, as it may be amended, modified, supplemented or restated from time to time in accordance with the terms thereof. 

  
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 “Partnership Assets” means all assets, or portions thereof, conveyed,
contributed or otherwise Transferred or intended to be conveyed, contributed or otherwise Transferred pursuant to the Contribution Agreement to any Partnership Group Member, or owned by, leased by or necessary for the operation of the business,
properties or assets of any Partnership Group Member as of the Closing Date. 
 “Partnership Change of Control” means Noble
ceases to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the General Partner, whether through ownership of voting securities, by contract or otherwise. 

“Partnership Group” means the Partnership and its consolidated Subsidiaries. 

“Partnership Group Member” means any member of the Partnership Group. 

“Partnership Invoice Payment Date” is defined in Section 3.2(d)(ii). 

“Partnership Parties” has the meaning given to such term in the Operational Services and Secondment Agreement. 

“Party” and “Parties” are defined in the introductory paragraph of this Agreement. 

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust,
unincorporated organization, association, government agency or political subdivision thereof or other entity. 
 “Property Access
Rights” means the access rights of the Partnership Group on certain real and personal property retained by Noble following the consummation of the IPO, such real and personal property set forth on Schedule E. 

“Proposed Provider” is defined in Section 4.2(b). 

“Proposed ROFO Transaction” is defined in Section 4.4(a). 

“Proposed Service Acreage” is defined in Section 4.2(b). 

“Proposed Services” is defined in Section 4.2(b). 

“Proposed Transferee” is defined in Section 4.2(a). 

“Receiving Party” is defined in Section 6.1(a). 

“Registration Statement” means the Registration Statement on Form S-1 (File No. 333-207560) filed by the Partnership and
relating to the IPO. 
 “Remaining Vendor Contracts” means each contract between a Noble Energy Group Member and a third
party vendor of goods or services that (i) is used or useful in connection with the Partnership Group’s assets and the services provided under the Revenue Agreements and (ii) has not prior to the Closing Date been amended, assigned or
otherwise modified to cause a Partnership Group Member to be a party to such contract with the applicable vendor. 

  
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 “Representative” is defined in Section 6.1(a). 

“Retained Assets” means all assets, or portions thereof owned by any of the members of the Noble Energy Group that were not
directly or indirectly conveyed, contributed or otherwise Transferred to the Partnership Group in connection with the IPO. 

“Revenue Agreement” means each of those agreements substantially in the form filed as exhibits 10.6 through 10.28 to the
Registration Statement. 
 “Rights Termination Date” means the earliest to occur of (a) fifteen years following the
Closing Date, (b) a Partnership Change of Control or (c) a termination of this Agreement pursuant to Section 6.4. 

“ROFO Equity” means any equity interests that a Noble Energy Group Member holds in a Subsidiary of the Partnership. For the
avoidance of doubt, as of the date of this Agreement, all ROFO Equity is held by NBL Midstream. 
 “ROFO Notice” is defined
in Section 4.4(a). 
 “ROFO Response” is defined in Section 4.4(a).  

“ROFR Acreage” means, with respect to oil and gas assets, all leasehold acreage and fee acreage in the continental
United States of America currently owned or in the future acquired by Noble Energy Group with respect to which a Noble Energy Group Member is the operator; provided that acreage located offshore of the United States of America (on the
continental shelf or otherwise) and the portion of any acreage that grants a Noble Energy Group Member rights in the Marcellus formation are excluded from the definition of ROFR Acreage. 

“ROFR Assets” means the ownership interests of a Noble Energy Group Member in any assets currently owned or in the future
developed or acquired that satisfy all of the following criterion: such assets are (i) owned by a Noble Energy Group Member at the time of the proposed Transfer for the purpose of providing ROFR Services, (ii) are located onshore in the
continental United States of America and (iii) not used by any Noble Energy Group Member at the time of the proposed Transfer to provide services to or with respect to production from the Marcellus formation. 

“ROFR Notice” is defined in Section 4.2(b). 

“ROFR Services” means (1) those midstream services that are of the type covered by a Revenue Agreement, as of the
Closing Date, which, for the avoidance of doubt, includes oil gathering, gas gathering, produced water gathering, fresh water services and oil treating and (2) services of a type provided at gas processing plants and LNG facilities. 

“ROFR Services Acceptance Deadline” is defined in Section 4.2(b). 

  
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 “Sale Assets” is defined in Section 4.2(a). 

“Second ROFR Asset Acceptance Deadline” is defined in Section 4.2(a). 

“Service Rate” is defined in Section 4.2(b). 

“Services Contract” is defined in Section 4.2(b). 

“Services Notice” is defined in Section 4.2(b). 

“Subsidiary” is defined in the Partnership Group. 

“Transfer” including the correlative terms “Transferring” or “Transferred” means
(i) any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) and (ii) any dedication of services and any
commitment or similar contractual arrangement that would have the effect of excluding the Partnership from the opportunity to provide the applicable services. For the avoidance of doubt, a Transfer of equity interests in an entity that holds a ROFR
Asset shall constitute a Transfer. 
 “Wells Ranch CGF Indemnity” is defined in Section 2.3(c). 

“Wells Ranch CGF Surface Lease” is defined in Section 2.3(c). 

1.2 Rules of Construction. Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance
with the following provisions: 
 (a) If a word or phrase is defined, its other grammatical forms have a corresponding meaning. 

(b) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this
Agreement. 
 (c) A reference to any Party to this Agreement or another agreement or document includes such Party’s successors and
assigns. 
 (d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection and schedule references are to this Agreement unless otherwise specified. 

(e) The words “including,” “include,” “includes” and all variations thereof shall mean “including without
limitation.” 
 (f) The word “or” shall have the inclusive meaning represented by the phrase “and/or.” 

(g) The words “shall” and “will” have equal force and effect. 

  
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 (h) The schedules identified in this Agreement are incorporated herein by reference and made a
part of this Agreement. 
 (i) References to “$” or to “dollars” shall mean the lawful currency of the United States of
America. 
 ARTICLE II 

INDEMNIFICATION 
 2.1
Environmental Indemnification. 
 (a) To the fullest extent permitted by law, Noble shall indemnify, defend and hold harmless each
Partnership Group Member from and against any Losses suffered or incurred by such Partnership Group Member, directly or indirectly, by reason of or arising out of: 

(i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Partnership Assets
prior to the Closing Date; 
 (ii) any environmental event, condition or matter associated with or arising from the ownership
or operation of the Partnership Assets as in effect prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or the release of Hazardous Substances
generated by operation of the Partnership Assets at locations not constituting Partnership Assets), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration,
remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action or other plans
required or necessary under Environmental Laws as in effect prior to the Closing Date; and 
 (iii) any environmental event,
condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date; 

provided, however, that with respect to any violation of Environmental Laws subject to Section 2.1(a)(i) or
any environmental event, condition or matter subject to Section 2.1(a)(ii), Noble will be obligated to indemnify such Partnership Group Member only to the extent that such violation or environmental event, condition or matter
(x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (y) Noble is
notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Noble shall have no indemnification obligations under Sections 2.1(a)(i) and 2.1(a)(ii)
with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this Section 2.1(a)(i) are referred to collectively as
“Covered Environmental Losses.” 

  
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 (b) To the fullest extent permitted by law, the Partnership shall indemnify, defend and hold
harmless the Noble Energy Group from and against any Losses suffered or incurred by such Partnership Group Member, directly or indirectly, by reason of or arising out of: 

(i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Partnership Assets
occurring on or after the Closing Date; and 
 (ii) any environmental event, condition or matter associated with or arising
from the ownership or operation of the Partnership Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or the release of
Hazardous Substances generated by operation of the Partnership Assets at locations not constituting Partnership Assets), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair,
restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws as in effect on or after the Closing Date and (B) the cost or expense of the preparation and implementation of any
closure, remedial, corrective action or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date; 
 and
regardless of whether such violation included under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to
the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Deductible). 
 2.2 Right-of-Way
Indemnification. Noble shall indemnify, defend and hold harmless each Partnership Group Member from and against any Losses suffered or incurred by such Partnership Group Member by reason of or arising out of the following (“Covered
Property Losses”): 
 (a) the failure of such Partnership Group Member to hold valid and indefeasible rights granted under surface
use agreements, rights-of-way, surface leases, other easement rights or other real property interests in and to the lands on which any of the Partnership Assets conveyed or contributed to such Partnership Group Member on the Closing Date is located
as described in the Registration Statement, and such failure (i) renders such Partnership Group Member liable to a third party or unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were
used and operated by Noble immediately prior to the Closing Date or (ii) renders such Partnership Group Member unable to use the applicable real property interest for its intended purpose; 

(b) the failure of such Partnership Group Member to have the consents, licenses and permits necessary to allow (i) any pipeline included
in the Partnership Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date or (ii) the Transfer of any of the Partnership Assets to the Partnership Group, in each case,
where such failure renders the Partnership Group liable to a third party or unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were used and operated as described in the Registration
Statement; and 

  
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 (c) the cost of curing any condition set forth in Section
2.2(a) or (b) that does not allow any Partnership Assets to be operated in accordance with prudent industry practice; 

provided, however, in each case, to the extent Noble is notified in writing of any of the foregoing prior to the Identification Deadline and in each
case other than in respect of which the Partnership has indemnified Noble for the Wells Ranch CGF Indemnity. 
 2.3 Additional
Indemnification. 
 (a) In addition to and not in limitation of the indemnification provided under Section 2.1(a) and
Section 2.2, to the fullest extent permitted by law, Noble shall indemnify, defend and hold harmless each Partnership Group Member from and against any Losses suffered or incurred by such Partnership Group Member by reason of or arising
out of: 
 (i) (A) the consummation of the transactions contemplated by the Contribution Agreement or (B) events
and conditions associated with the ownership or operation of the Partnership Assets and with respect to this subsection (B) only, occurring before the Closing Date (other than Covered Environmental Losses which are provided for
under Section 2.1 and Covered Property Losses which are provided for under Section 2.2); 
 (ii) any
litigation matters attributable to the ownership or operation of the Partnership Assets prior to the Closing Date and any obligations arising out of incidents or events related to fire, explosion or other similar extraordinary event on or near the
Partnership Assets prior to the Closing Date; 
 (iii) events and conditions associated with the Retained Assets, whether
occurring before, on or after the Closing Date; 
 (iv) all federal, state and local Tax liabilities attributable to the
ownership or operation of the Partnership Assets on or prior to the Closing Date, including under Treasury Regulation Section 1.1502-6, as it may be amended (or any similar provision of state or local law), and any such Tax liabilities that may
result from the consummation of the transactions contemplated by the Contribution Agreement; and 
 (v) the failure of any
Partnership Group Member to have on the Closing Date any consent, license, permit or approval necessary to allow such Partnership Group Member to own or operate the Partnership Assets in substantially the same manner that the Partnership Assets were
owned or operated immediately prior to the Closing Date. 
 (b) The Partnership shall indemnify, defend and hold harmless Noble Energy Group
from and against any Losses suffered or incurred by any Noble Energy Group Member by reason of or arising out of events and conditions to the extent associated with the ownership or operation of the Partnership Assets and to the extent occurring
after the Closing Date (other than Covered Environmental Losses which are provided for under Section 2.2(a) and Losses for which the Partnership is indemnifying Noble under Section 2.1(b)), unless such indemnification
would not be permitted by any Partnership Group Member under the Partnership Agreement. 

  
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 (c) The Partnership shall indemnify, defend and hold harmless the Noble Energy Group from and
against any Losses suffered or incurred by any Noble Energy Group Member by reason of or arising out of events and conditions, regardless of whether occurring prior to or following the Closing Date (the “Wells Ranch CGF Indemnity”),
to the extent associated with the Surface Lease, dated as of May 18, 2012, by and between Noble, Wells Ranch, LLLP and the other persons named as “Owners” thereunder, covering approximately 61 acres in Weld County, Colorado (the
“Original Lease”), as assigned, amended or otherwise modified by that certain Partial Assignment of Surface Lease with Wattenberg Holding, LLC, dated October 22, 2012, pursuant to which a portion of Noble’s interest in the
Surface Lease was assigned to such assignee, as further assigned, amended or otherwise modified by that certain Amendment to Surface Lease, dated June 18, 2013, pursuant to which certain payment terms appearing in the Surface Lease were
modified, as further assigned, amended or otherwise modified by that certain First Amendment to Surface Lease, dated July 3, 2013, pursuant to which certain terms of the Surface Lease were modified, as further assigned, amended or otherwise
modified by that certain Amendment 03 to Surface Lease, dated effective as of January 1, 2015, pursuant to which OpCo became a party to the Original Lease (such Original Lease, and all amendments prior to the date hereof and as such Original
Lease may be further assigned, amended or otherwise modified from time to time, the “Wells Ranch CGF Surface Lease”). In consideration of this Wells Ranch CGF Indemnity, Noble hereby agrees that it will not sell, assign, transfer or
otherwise modify the Wells Ranch CGF Surface Lease from and after the date hereof without the prior written consent of OpCo. 
 (d) The
Partnership shall indemnify, defend and hold harmless the Noble Energy Group from and against any Losses suffered or incurred by any Noble Energy Group Member by reason of or arising out of events and conditions associated with the
Partnership’s exercise of the Property Access Rights. 
 2.4 Indemnification Procedures. 

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for
indemnification under this Article II, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim. 

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims
brought against the Indemnified Party that are covered by the indemnification under this Article II, including the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any
matter or any issues relating thereto; provided, however, that no such settlement for only the payment of money shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from
such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or
withheld. 
 (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party
with respect to all aspects of the defense of and 

  
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pursuit of any counterclaims relating to any claims covered by the indemnification under this Article II, including the prompt furnishing to the Indemnifying Party of any correspondence or
other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims (provided, that the Indemnified Party has an opportunity to
review the use of its name and does not reasonably object to such use), the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense
and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party;
provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files,
records and other information furnished by the Indemnified Party pursuant to this Section 2.4. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not
be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this
Article II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel
hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still
seeking indemnification hereunder. 
 (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is
entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental
insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons. 

2.5 Limitations Regarding Indemnification. 

(a) Noble shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as
the total aggregate amount of Losses incurred by the Partnership Group exceeds $500,000 (the “Deductible”), in the aggregate for all types of Losses, at which time Noble shall be obligated to indemnify the Partnership Group for the
amount of such Losses in excess of the Deductible. 
 (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of
indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s
direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists. 

  
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 (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S
INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE
PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY. 

2.6 Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing Date,
Section 2.1, Section 2.2 and Section 2.3 contain the Parties’ exclusive remedy against each other with respect to breaches of the covenants of the Parties set forth in Article II. Except for
(a) the remedies contained in Section 2.1, Section 2.2 and Section 2.3, (b) any other remedies available to the Parties at law or in equity for breaches of provisions of this Agreement other than
Article II and (c) the remedies available at law or in equity in connection with any other document delivered by a Party in connection with the transactions contemplated hereby (including pursuant to the Contribution Agreement), from and
after the Closing Date, to the fullest extent permitted by applicable law each of the Parties releases, remises and forever discharges the other and its Affiliates and all such Persons’ equity holders, partners, members, officers, directors,
employees, agents, advisors and representatives from any and all Losses in law or in equity, known or unknown, which such Parties might now or subsequently may have, based on, relating to or arising out of this Agreement or the transactions
contemplated hereby. 
 ARTICLE III 

SERVICES; REIMBURSEMENT 

3.1 General and Administrative Services. 

(a) Noble agrees to provide, and agrees to cause its Affiliates to provide, to the General Partner, for the Partnership Group’s benefit,
the centralized general and administrative services that Noble and its Affiliates have traditionally provided in connection with the ownership and operation of the Partnership Assets, which consist of the services set forth on Schedule B (the
“General and Administrative Services”). 
 (b) Absent the written agreement of the Parties to the contrary, the Parties
agree that the General and Administrative Services will be received by the General Partner, for the benefit of the Partnership Group, at the General Partner’s principal place of business. 

(c) The Parties acknowledge that the Administrative Fee, together with the other costs and expenses of the General and Administrative Services
described herein, will be allocated among the Partnership Group Members (which for the avoidance of doubt, includes each of the Subsidiaries of the Partnership that own the real property interests and physical assets of the Partnership Group
Members) based on any reasonable allocation methodology as determined by the General Partner. 

  
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 (d) For the avoidance of doubt, the General and Administrative Services provided by Noble
pursuant to this Article III will be in addition to, and not in duplication of, the services that will be provided to the Partnership Parties by Noble under the Operational Services and Secondment Agreement and the functions
performed by the employees seconded to the Partnership Parties under the Operational Services and Secondment Agreement, and Noble shall not be entitled to reimbursement under this Agreement for any costs or expenses for which Noble is entitled to
payment or reimbursement under the Operational Services and Secondment Agreement. 
 3.2 Administrative Fee. 

(a) As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will
pay to Noble an annual flat fee that will initially be equal to $6,850,000 per year (and prorated for the portion of year following the consummation of the IPO) (the “Administrative Fee”), which will be payable in monthly
installments. The Parties acknowledge that the fixed fee reflects the costs expected to be incurred by Noble and its Affiliates in providing the General and Administrative Services (other than those costs for which Noble and its Affiliates are
entitled to reimbursement pursuant to Section 3.3 below). The Parties further acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and
that the Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services
provided by Noble and its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by Noble and its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those
costs for which the Noble and its Affiliates are entitled to reimbursement pursuant to Section 3.3), including all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the
General and Administrative Services provided by Noble and its Affiliates to the Partnership Group pursuant to Section 3.1. 

(b) If any officer of the General Partner is not covered by the amount paid under the Operational Services and Secondment Agreement, then the
Partnership Group shall be allocated an amount in consideration for the services of such employees of Noble Energy Group in their capacities as officers of the General Partner and the Partnership Group Members and such allocated amount shall be
included in the Administrative Fee. 
 (c) Concurrently with the annual rate redetermination process under the Revenue Agreements, Noble
shall submit to the Board of Directors of the General Partner its good faith estimate of the cost of the General and Administrative Services to be provided to the Partnership Group for the coming 12-month period, which may be adjusted to reflect,
among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule
or regulation applicable to Noble and its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. The Board of Directors of the General Partner shall review the proposed Administrative Fee and shall
submit any disputes to Noble as promptly as reasonably practicable. If Noble and the Board of Directors of the General Partner are unable to agree on the Administrative Fee for any year, 

  
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Noble and the Partnership shall submit the proposed Administrative Fee and supporting documentation to an independent auditing firm for review, and the determination of the independent auditing
firm with respect to all items included in the Administrative Fee shall be binding on Noble and the Partnership. 
 (d) The Administrative
Fee shall be invoiced and paid as follows: 
 (i) Within 20 days following the end of each month (or the next succeeding
business day) beginning with the first full month after the Closing Date and continuing through the termination of this Agreement pursuant to Section 6.4 (the “NEI Invoice Delivery Date”), Noble will submit to the
Partnership Group an invoice of the amounts due for such month for the Administrative Fee. Each invoice will be as detailed as the General Partner may require, acting reasonably, including (if requested) support of amounts set forth in the invoice
and such other supporting detail as requested. 
 (ii) The Partnership Group will pay the Administrative Fee within 10 days
after the receipt of the invoice therefor (the “Partnership Invoice Payment Date”). The Partnership Group shall not offset any amounts owing to it by Noble or any of its Affiliates against the Administrative Fee payable hereunder.

 3.3 Reimbursement of General and Administrative Expenses. In addition to the Administrative Fee payable under
Section 3.2, to the extent that Noble incurs direct third-party expenses for the exclusive benefit of the Partnership Group, the Partnership Group will reimburse Noble and its Affiliates for such additional out-of-pocket costs and
expenses actually incurred (so long as such amounts are invoiced within three months of incurrence). 
 3.4 Transition Services.
Following the consummation of the IPO, Noble shall use commercially reasonable efforts to amend, assign or otherwise modify the Remaining Vendor Contracts such that a Partnership Group Member is directly contracting with the applicable third party
vendor under such Remaining Vendor Contracts. Until such time as Noble is able to enter into the amendments referenced in the foregoing sentence, Noble shall make payments to the vendors under the Remaining Vendor Contracts, and the Partnership
shall reimburse Noble for any such payments made on its behalf. Noble shall provide an invoice to OpCo of all payments made pursuant to the Remaining Vendor Contracts by the NEI Invoice Delivery Date for the applicable month, and OpCo shall
reimburse Noble for all such payments on or before the Partnership Invoice Payment Date for the applicable month. 
 ARTICLE IV 

RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER 

4.1 Right of First Refusal to Purchase Certain Assets. 

(a) Beginning on the date hereof and terminating on the Rights Termination Date, Noble Energy Group hereby grants to the Partnership a right of
first refusal on (i) any proposed Transfer of ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to the Noble Energy Group Member; provided that such Noble Energy Group Member shall
remain bound by this Section 4.1(a) of the ROFR Assets); and (ii) the provision of ROFR Services on the ROFR Acreage. 

  
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 (b) The Parties acknowledge that all potential Transfers of ROFR Assets pursuant to this
Section 4.1 are subject to obtaining any and all required written consents of Governmental Authorities. 
 (c) The Partnership
shall have the right, in its sole discretion, to assign its rights under this Section 4.1 to any Affiliate of the Partnership. 

4.2 ROFR Procedures. 
 (a)
Asset Sale Procedures. The following sets forth the procedure for Noble to undertake to honor the right of first refusal with respect to the ROFR Assets. The actions described herein shall be taken by Noble or Noble shall cause the applicable
Noble Energy Group Member to take such actions required by this Section 4.2(a). 
 (i) If Noble proposes to
Transfer one or more ROFR Assets to any third-party (other than a Partnership Group Member), then Noble shall promptly give written notice (a “Disposition Notice”) thereof to the Partnership. The Disposition Notice shall set forth
the following information in respect of the proposed Transfer: (1) the name and address of any prospective acquirors (collectively, the “Proposed Transferee”), (2) the assets subject to the Disposition Notice (the
“Sale Assets”), (3) the purchase price offered by such Proposed Transferee or, if no Proposed Transferee has been identified, a commercially reasonable price in the opinion of Noble (either price described in this clause (3),
the “Offer Price”), (4) reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow the Partnership to reasonably determine the fair market value of such non-cash consideration and a
statement of the estimate of the fair market value of any non-cash consideration in the opinion of Noble (such term in this Section 4.2 to refer, collectively, to both Noble and the Noble Energy Group Member Transferring the applicable
ROFR Asset), and (5) all other material terms and conditions of the disposition that are then known to Noble and its Affiliates. To the extent a Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash)
the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. 

(ii) The Partnership will provide written notice of either (1) its intent to dispute the Offer Price, as provided in
Section 4.2(a)(iii) below or (2) its decision regarding the exercise or non-exercise of its right of first refusal to purchase the Sale Assets within 60 days of its receipt of the Disposition Notice (the “First ROFR Asset
Acceptance Deadline”). Failure to provide such notice on or prior to the First ROFR Asset Acceptance Deadline shall be deemed to constitute an affirmative decision not to purchase the Sale Assets. 

(iii) In the event (1) the Offer Price is based upon an offer from a third-party and such Offer Price contains non-cash
consideration and the Partnership’s determination of the fair market value of such non-cash consideration described in the Disposition Notice (to be determined by the Partnership on or prior to the First ROFR Asset Acceptance Deadline) is less
than the fair market value of such consideration as determined by Noble in the Disposition Notice and (2) the Partnership and Noble are 

  
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unable to mutually agree upon the fair market value of such non-cash consideration on or prior to the First ROFR Asset Acceptance Deadline, Noble and the Partnership shall engage a mutually
agreed upon valuation firm to determine the fair market value of the non-cash consideration. Such valuation firm shall be instructed to notify the Partnership and Noble of its decision within 30 days after all material information is submitted
thereto, which decision shall be final and binding. The fees of the valuation firm will be split equally between Noble and the Partnership. The Partnership will provide written notice of its decision regarding the exercise of its right of first
refusal to purchase the Sale Assets to Noble within 15 days after the valuation firm has submitted its determination (the “Second ROFR Asset Acceptance Deadline”). Failure to provide such notice on or prior to the Second ROFR Asset
Acceptance Deadline shall be deemed to constitute an affirmative decision by the Partnership not to purchase the Sale Assets. 

(iv) If the Partnership fails to exercise a right during any applicable period set forth in this Section 4.2(a),
the Partnership shall be deemed to have waived its right with respect to such proposed disposition of the Sale Assets, but such waiver shall not extend to any ROFR Assets that were not Sale Assets. 

(b) Services Procedures. The following sets forth the procedure for Noble to undertake to honor the right of first refusal with respect
to ROFR Services. The actions described herein shall be taken by Noble or Noble shall cause the Noble Energy Group Member to take such actions required by this Section 4.2(b). 

(i) If a Noble Energy Group Member proposes to (x) contract with any third party (other than a Partnership Group Member)
for the provision of ROFR Services on specified acreage that is ROFR Acreage or (y) continue, extend or renew any existing contract for ROFR Services on acreage that is ROFR Acreage (either contract described in clauses (x) or (y), a
“Services Contract”), then Noble shall promptly give written notice (a “Services Notice” and, together with a Disposition Notice, a “ROFR Notice”) thereof to the Partnership. The Services Notice
shall set forth the following information in respect of the Services Contract: (1) the name and address of any prospective provider of ROFR Services (collectively, the “Proposed Provider”), (2) a detailed description of
the services subject to the Services Notice (the “Proposed Services”), (3) the rate proposed to be charged by such Proposed Provider or, if no Proposed Provider has been identified, a commercially reasonable price in the
opinion of the Noble Energy Group (either price described in this clause (3), the “Service Rate”), (4) a description of the area in which the Proposed Services are required (the “Proposed Service Acreage”),
(5) the in-service date required by Noble, (6) reasonable detail of any required capital commitments or the build costs to acquire or build any assets necessary to provide the Proposed Services and (7) all other material terms and
conditions that Noble will require in connection with the Proposed Services. 
 (ii) The Partnership will provide written
notice of its decision regarding the exercise or non-exercise of its right of first refusal to provide the Proposed Services within 60 days of its receipt of the Services Notice (the “ROFR Services Acceptance Deadline” and, together
with the First ROFR Asset Acceptance Deadline and the Second ROFR Asset Acceptance Deadline, as applicable, the “Acceptance Deadline”). Failure 

  
 17 








 
to provide such notice prior to the ROFR Services Acceptance Deadline shall be deemed to constitute an affirmative decision not to provide the Proposed Services with respect to the Proposed
Service Acreage. 
 (iii) If the Partnership fails to exercise a right during any applicable period set forth in this
Section 4.2(b), the Partnership shall be deemed to have waived its rights to provide the Proposed Services on the Proposed Service Acreage, but such waiver shall not extend to ROFR Services that were not described in the Services Notice
and shall not extend to ROFR Acreage that was not included in the Proposed Service Acreage. 
 (c) If the Partnership chooses to exercise
its right of first refusal under Section 4.2(a), the Partnership and Noble shall enter into a definitive agreement for the purchase of the Sale Assets, which shall include the following terms: 

(i) with respect to any Sale Assets, the Partnership will agree to deliver cash for the Offer Price (unless the Partnership and
Noble agree that consideration will be paid by means of non-cash consideration); 
 (ii) Noble will represent that it has
good and indefeasible title to the Sale Assets, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the Sale Assets, plus any other such matters as the Partnership may approve, which
approval will not be unreasonably withheld. If the Partnership desires to obtain any title insurance with respect to the Sale Assets, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and
policy premium) shall be borne by the Partnership; 
 (iii) Noble will grant to the Partnership the right, exercisable at the
Partnership’s risk and expense, to make such surveys, tests and inspections of the Sale Assets as the Partnership may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Assets or interfere with the activities
of Noble and its Affiliates (other than the Partnership Group) thereon and so long as the Partnership has furnished Noble with evidence that adequate liability insurance is in full force and effect; 

(iv) The Partnership will have the right to terminate its obligation to purchase the Sale Assets under this Article if the
results of any searches, surveys, tests or inspections conducted pursuant to Section 4.2(c)(ii) or Section 4.2(c)(iii) above are, in the reasonable opinion of the Partnership, unsatisfactory; 

(v) the closing date for the purchase of the Sale Assets shall occur no later than 120 days following receipt by Noble of
written notice by the Partnership of its intention to exercise its option to purchase the Sale Assets pursuant to Section 4.2(a); 

(vi) Noble shall execute, have acknowledged and deliver to the Partnership a special warranty deed, assignment of easement, or
comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Sale Assets constituting real property interests, conveying the Sale Assets to the Partnership free and clear of all encumbrances
created by Seller and its Affiliates other than those set forth in Section 4.2(c)(ii) above; and 

  
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 (vii) neither Noble nor the Partnership shall have any obligation to sell or buy
the Sale Assets if any of the material consents referred to in Section 4.1(b) have not been obtained. 
 (d) If the Partnership
chooses to exercise its right of first refusal under Section 4.2(b), the Partnership and Noble shall enter into a definitive agreement for the provision of the Proposed Services on the Proposed Service Acreage. 

(e) Noble and the Partnership shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers
and consents required in connection with the exercise of the Partnership’s rights under this Article IV. 
 (f) If (i) the
Transfer to any third party (other than a Partnership Group Member) of any Sale Assets is not consummated on terms substantially similar to the terms set forth in the Disposition Notice or (ii) the entry into a definitive agreement providing
for the provision of Proposed Services with a third party (other than a Partnership Group Member) has not occurred on terms substantially similar to the terms set forth in the Services Notice, in each case within the later of (A) 120 days after
the later of the applicable Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the ROFR Notice shall be deemed to lapse, and Noble may not Transfer any of the Sale Assets or
contract with a third party to provide the Proposed Services, as applicable, described in the ROFR Notice without complying again with the provisions of this Article IV. 

(g) If, after the Partnership has waived its rights pursuant to this Article IV or has allowed an Acceptance Deadline to lapse without
the exercise of its rights pursuant to this Article IV, any Noble Energy Group Member proposes to Transfer Sale Assets to a third party (other than a Partnership Group Member) or contract for the provision of Proposed Services with a third
party (other than a Partnership Group Member), and such transaction is proposed on terms materially more favorable to such third party than those set forth in the applicable ROFR Notice, such ROFR Notice shall be deemed ineffective, and Noble may
not effect such Transfer of Sale Assets or contract for such provision of Proposed Services, as applicable, without complying again with the provisions of this Article IV. 

(h) Notwithstanding anything provided herein, the Noble Energy Group shall be allowed to comply with all preexisting dedications, preferential
transfer rights, rights of first refusal (or similar encumbrance) and contracts for service that are in existence on the date that this Agreement becomes effective and on the date that the applicable acreage or asset is acquired by Noble Energy
Group (so long as such dedication or contract was not entered into in contemplation of such acquisition). 
 4.3 Right of First
Offer. 
 (a) Noble Energy Group hereby grants to the Partnership Group a right of first offer, exercisable at any time prior to the
Rights Termination Date, to purchase all or any part of the ROFO Equity to the extent that Noble proposes to Transfer all or any part of any ROFO Equity; provided, however, that Noble may Transfer all or any part of any ROFO Equity to a Noble
Energy Group Member that agrees in writing that such ROFO Equity remains subject to the 

  
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provisions of this Section 4.3 and such Noble Energy Group Member assumes the obligations of Noble under this Section 4.3 with respect to such ROFO Equity, and such
Transfer shall not be subject to the Partnership Group’s right of first offer. 
 (b) The Parties acknowledge that any Transfer of all
or any part of any ROFO Equity pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Equity and shall be subject to and conditioned on the obtaining of any and all
necessary consents of securityholders, Governmental Authorities, lenders or other third parties; provided, however, that Noble hereby represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such
agreements that would materially impair the rights granted to the Partnership Group pursuant to this Section 4.3 with respect to any ROFO Equity. 

4.4 ROFO Procedures. The following sets forth the procedure for Noble and NBL Midstream to undertake to honor the right of first offer
on the ROFO Equity. The actions described herein shall be taken by Noble or NBL Midstream, or Noble shall cause the applicable Noble Energy Group Member to take such actions required by this Section 4.4. 

(a) If NBL Midstream proposes to Transfer all or any part of any ROFO Equity (other than to a Noble Energy Group member in accordance with
Section 4.3(a)) prior to the Rights Termination Date (a “Proposed ROFO Transaction”), NBL Midstream shall, prior to entering into any such Proposed ROFO Transaction, first give notice in writing to the Partnership (the
“ROFO Notice”) of its intention to enter into such Proposed ROFO Transaction. The ROFO Notice shall include any material terms, conditions and details that would be necessary for the Partnership to make a responsive offer to enter
into the Proposed ROFO Transaction with NBL Midstream, which terms, conditions and details shall at a minimum include any terms, conditions or details that NBL Midstream would propose to provide to non-Affiliates in connection with the Proposed ROFO
Transaction. If the Partnership determines to purchase the ROFO Equity, the Partnership shall have 60 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed ROFO Transaction with NBL Midstream (the “ROFO
Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Equity and the other terms of the purchase) pursuant to which the Partnership would be willing
to enter into a binding agreement for the Proposed ROFO Transaction. If no ROFO Response is delivered by the Partnership within such 60-day period, then the Partnership shall be deemed to have waived its right of first offer with respect to such
ROFO Equity subject to Section 4.3. 
 (b) Unless the ROFO Response is rejected pursuant to written notice delivered by NBL
Midstream to the Partnership within 60 days of the delivery to NBL Midstream of the ROFO Response, such ROFO Response shall be deemed to have been accepted by NBL Midstream, and NBL Midstream shall enter into a definitive agreement with the
Partnership providing for the consummation of the Proposed ROFO Transaction upon the terms set forth in the ROFO Response. Unless NBL Midstream and the Partnership otherwise agree, the terms of the definitive agreement will include the following:

 (i) the Partnership will deliver the agreed purchase price (in cash, Partnership Interests, an interest-bearing promissory
note or any combination thereof); 

  
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 (ii) the closing date for the purchase of the ROFO Equity shall occur no later
than 120 days following receipt by NBL Midstream of the ROFO Response pursuant to Section 4.3(a); 
 (iii) each
of NBL Midstream and the Partnership shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this
Section 4.4, including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and 

(iv) neither NBL Midstream nor the Partnership shall have any obligation to consummate the Proposed ROFO Transaction if any
consent referred to in Section 4.3(b) has not been obtained. 
 (c) If the Partnership has not timely delivered a ROFO Response
as specified in this Section 4.4 with respect to a Proposed ROFO Transaction that is subject to a ROFO Notice, NBL Midstream shall be free to enter into a Proposed ROFO Transaction with any third party on terms and conditions no more
favorable to such third party than those set forth in the ROFO Notice. If NBL Midstream rejects a ROFO Response with respect to any Proposed ROFO Transaction, NBL Midstream shall be free to enter into a Proposed ROFO Transaction with any third party
(i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership Group in the ROFO Response and (ii) at a price equal to no
less than 100% of the price offered by the Partnership in the ROFO Response to NBL Midstream. 
 (d) The Partnership may assign its rights
and obligations under this Article IV to any Partnership Group Member. 
 ARTICLE V 

ACCESS RIGHTS 
 5.1
Access Rights. For the term of this Agreement, Noble hereby grants the Partnership Group access and use rights with respect to certain items of real and personal property related to the Retained Assets set forth on Schedule E, and such
rights shall include automation services. 
 ARTICLE VI 

MISCELLANEOUS 
 6.1
Confidentiality. 
 (a) From and after the Closing Date, each Party (each, a “Receiving Party”) in possession of
another Party’s (each, a “Disclosing Party”) Confidential Information shall (i) hold, and shall cause its Subsidiaries and Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and
other representatives (each, a “Representative” and, collectively, “Representatives”) to hold, all Confidential Information of each Disclosing Party in strict confidence, with at least the same degree of care that
applies to such Receiving 

  
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Party’s confidential and proprietary information, (ii) not use such Confidential Information, except as expressly permitted by such Disclosing Party and (iii) not release or
disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any Losses resulting from a breach of this Section 6.1 by any of its
Representatives. 
 (b) Notwithstanding Section 6.1(a), if a Receiving Party becomes legally compelled or obligated to disclose
Confidential Information of a Disclosing Party by a Governmental Authority or applicable law, or is required to disclose such Confidential Information pursuant to the listing standards of any applicable national securities exchange on which the
Receiving Party’s securities are listed or quoted, the Receiving Party shall promptly advise, to the fullest extent permitted by law, the Disclosing Party of such requirement or obligation to disclose Confidential Information as soon as the
Receiving Party becomes aware that such a requirement to disclose might become effective in order that, where possible, the Disclosing Party may seek a protective order or such other remedy as the Disclosing Party may consider appropriate in the
circumstances. The Receiving Party shall disclose only that portion of the Disclosing Party’s Confidential Information that it is required or obligated to disclose and shall cooperate with the Disclosing Party in allowing the Disclosing Party
to obtain such protective order or other relief. 
 (c) Each Party acknowledges that a Disclosing Party would not have an adequate remedy at
law for the breach by a Receiving Party of any one or more of the covenants contained in this Section 6.1 and agrees that, in the event of such breach, the Disclosing Party may, in addition to the other remedies that may be available to
it, apply to a court for an injunction to prevent breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other provision hereof, to the extent permitted by
applicable law, the provisions of this Section 6.1 shall survive the termination of this Agreement for a period of two years. 

6.2 Choice of Law; Mediation; Submission to Jurisdiction. 

(a) This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that
might refer the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE
UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND
(ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER
PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT. 
 (b) If the Parties cannot resolve any dispute or claim arising under this Agreement, then
no earlier than 10 days nor more than 60 days following written notice to the other Parties, any Party may initiate mandatory, non-binding mediation hereunder by giving a notice of 

  
 22 








 
mediation (a “Mediation Notice”) to the other Parties to the dispute or claim. In connection with any mediation pursuant to this Section 6.2, the mediator shall be
jointly appointed by the Parties to the dispute or claim and the mediation shall be conducted in Houston, Texas unless otherwise agreed by the Parties to the dispute or claim. All costs and expenses of the mediator appointed pursuant to this
Section 6.2 shall be shared equally by the Parties to the dispute or claim. The then-current Model ADR Procedures for Mediation of Business Disputes of the Center for Public Resources, Inc., either as written or as modified by mutual
agreement of the Parties to the dispute or claim, shall govern any mediation pursuant to this Section 6.2. In the mediation, each Party to the dispute or claim shall be represented by one or more senior representatives who shall have
authority to resolve any disputes. If a dispute or claim has not been resolved within 30 days after the receipt of the Mediation Notice by a Party, then any Party to the dispute or claim may refer the resolution of the dispute or claim to
litigation. 
 (c) Subject to Section 6.2(b), to the fullest extent permitted by law, each Party agrees that it shall bring any
action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any federal or state courts located in Delaware and (i) irrevocably submits to the
exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and
(iv) agrees that, to the fullest extent permitted by law, service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address
specified in Section 6.2(d). The foregoing consents to jurisdiction and service of process shall not, to the fullest extent permitted by applicable law, constitute general consents to service of process in the State of Delaware for any
purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties. 
 (d) All notices or
requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by (a) United States mail, addressed to the Person to be notified, postage prepaid and registered or certified with
return receipt requested or (b) delivering such notice in person. Notice given by personal delivery or mail shall be effective upon actual receipt. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the
address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 6.2. If to any Noble Energy Group Member: 

Noble Energy, Inc. 
 1001 Noble
Energy Way 
 Houston, Texas 77070 

Attention: 
 If to any
Partnership Group Member: 
 Noble Midstream Partners LP 

1001 Noble Energy Way 
 Houston,
Texas 77070 
 Attention: 

  
 23 








 6.3 Entire Agreement. This Agreement and the Contribution Agreement constitute the entire
agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein. 

6.4 Termination of Agreement. This Agreement, other than the provisions set forth in Section 2.1 hereof and this Article
VI, may be terminated (a) by the written agreement of all of the Parties or (b) by Noble or the Partnership upon a Partnership Change of Control by written notice given to the other Parties to this Agreement, upon which termination
shall be effective at the later of such Partnership Change of Control and the date specified in such written notice. For the avoidance of doubt, the Parties’ indemnification obligations under Article II and the terms of this Article
VI shall, to the fullest extent permitted by law, survive the termination of this Agreement in accordance with their respective terms. 

6.5 Amendment or Modification. This Agreement may be amended or modified from time to time only by an agreement in writing, signed by
(1) Noble, acting on behalf of itself and each other Noble Energy Group Member, (2) the Partnership, acting on behalf of itself and each other Partnership Group Member and (3) any other Party hereto directly impacted by such amendment
or modification in a manner different from the other Parties. 
 6.6 Assignment. No Party shall have the right to assign its rights
or obligations under this Agreement without the consent of the other Parties; provided, however, that the General Partner and any Partnership Group Member may make a collateral assignment of this Agreement solely to secure financing for the
Partnership Group. 
 6.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all
signatory parties had signed the same document and shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf)
(or similar electronic format) shall be effective as delivery of a manually executed counterpart hereof. 
 6.8 Severability. If any
provision of this Agreement shall be held invalid or unenforceable by a Governmental Authority of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 

6.9 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party hereto agrees
to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such
transactions. 
 6.10 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this
Agreement, and no Limited Partner or other interest holder of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms
of this Agreement. 

  
 24 








 IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the
Closing Date. 
  

			
	NOBLE ENERGY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to
Omnibus Agreement] 









			
	NBL MIDSTREAM, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to
Omnibus Agreement] 









			
	NOBLE MIDSTREAM SERVICES, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to
Omnibus Agreement] 









			
	NOBLE MIDSTREAM PARTNERS LP
		
	By:	 	Noble Midstream GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to
Omnibus Agreement] 









			
	NOBLE MIDSTREAM GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to
Omnibus Agreement] 








 Schedule A 

Reserved 

  
 Schedule A-1 








 Schedule B 

General and Administrative Services 
  

	1.	Management services of employees of the Noble Energy Group, including Noble stock based compensation expense (as distinguished from General Partner stock based compensation expense, which remains an obligation of the
Partnership and not included in the Administrative Fee). 

  

	2.	Financial and administrative (including treasury, accounting and internal audit) 

  

	3.	Preparing and submitting invoices 

  

	4.	Information technology 

  

	5.	In-house legal services (for the avoidance of doubt, external counsel hired by the Partnership directly shall be paid by the Partnership directly and therefore such amounts shall not be included in the Administrative
Fee) 

  

	6.	Health, environmental, safety and security (including third-party security services) 

  

	7.	Human resources 

  

	8.	Tax 

  

	9.	Payroll 

  

	10.	Procurement, inventory and other vendor contracts 

  

	11.	Real property/land rights (provided that to the extent possible, the Partnership Group shall obtain the rights of way and use agreements directly from third parties who hold the surface rights to the applicable real
property) 

  

	12.	Investor relations 

  

	13.	Government relations, governmental compliance and public affairs 

  

	14.	Analytical & engineering (including asset integrity and regulatory services) 

  

	15.	Business development 

  

	16.	Risk management 

  

	17.	Executive services 

  

	18.	Facility services 

  

	19.	Logistical services 

  

	20.	Asset oversight, such as operational management and supervision 

  

	21.	Public company reporting services 


  
 Schedule B-1 








 Schedule C 

Reserved. 

  
 Schedule C-1 








 Schedule D 

Reserved 

  
 Schedule D-1 








 Schedule E 

Property Access Rights 

  
 Schedule E-1