EX-10.10




 Exhibit 10.10 

TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**]. 
  

 AMENDED AND RESTATED 

CRUDE OIL TREATING AGREEMENT 

AGREEMENT ADDENDUM 01 

PLATTEVILLE FACILITY AND BRIGGSDALE FACILITY 

This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) shall be effective as between the Persons named below as
“Producer”, “OpCo” and “Midstream Co” as of the date specified below as the “Effective Date”. Reference is made to the Agreement Terms and Conditions Relating to Crude Oil Treating Services (the
“Agreement Terms and Conditions”) last updated October 9, 2015. This Agreement Addendum together with the Agreement Terms and Conditions shall constitute one contract and shall be the Agreement of the Parties. Except as
otherwise set forth herein all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions. 
 OpCo owns,
directly or indirectly, all of the Controlling interest in Midstream Co. 
 Producer desires to contract with Midstream Co for Midstream Co
to provide the Services utilizing the Individual System, and Midstream Co desires to provide the Services to Producer, on the terms and subject to the conditions of this Agreement. 

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

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


  
 Agreement Addendum 01
–Page 1 
 Second Amended and Restated Crude Oil Treating Agreement 









 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED.
THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**]. 

 


			
		
	Notice Address – General Matters & Correspondence	  	 Midstream Co and OpCo
 c/o Noble Energy,
Inc.
 1625 Broadway, Ste 2200
 Denver, CO 80202

Attention:         Finance Manager

                   
      Charles Varnell
 Telephone:       (303) 228-4466

Email:   Charles.Varnell@nblenergy.com

		
	Notice Address – Operational Matters	  	 Midstream Co and OpCo
 c/o Noble Energy,
Inc.
 1625 Broadway, Ste 2200
 Denver, CO 80202

Attention:     Director – Major Projects, DJ Basin

                     Chris Stavinoha

		
	Notice Address – Force Majeure and Marketing interruptions	  	 Midstream Co and OpCo
 c/o Noble Energy,
Inc.
 Facsimile:   (303) 228-4296
 Attention:
   Oil Marketing Department

		
	Notice Address – Invoicing Matters	  	 Midstream Co and OpCo
 c/o Noble Energy,
Inc.
 1001 Noble Energy Way
 Houston, TX 77070

Attention:         Director of Revenue Accounting

                         John
Nedelka
 Telephone:       (281) 872-3120

Email:               John.Nedelka@nblenergy.com

		
	Payments by Electronic Funds Transfer	  	 ABA/Routing Number: 021000021
 Account Number:
657597188
 Account Name: Full legal name of Midstream Co

Financial Institution: JP Morgan
 Bank Swift:
CHASUS33

		
	Dedication Area	  	Weld County, Colorado and surrounding counties
		
	Individual Horizontal Fee	  	$[**]/Relevant Well
		
	Individual Vertical Fee	  	$[**]/Relevant Well


  
 Agreement Addendum 01
–Page 2 
 Second Amended and Restated Crude Oil Treating Agreement 









 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED.
THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**]. 

 


	
	Deviations from Service Conditions (the specifications in this section supersede the applicable language from Exhibit A)
	
	None

 (End of Agreement Addendum 01) 

  
 Agreement Addendum 01
–Page 3 
 Second Amended and Restated Crude Oil Treating Agreement 









 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED.
THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**]. 

 

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

			
	NOBLE ENERGY, INC.
		
	By:	 	 /s/ Gary W. Willingham

		 	Gary W. Willingham
		 	Executive Vice President


  
 Agreement Addendum 01
– Signature Page 1 
 Second Amended and Restated Crude Oil Treating Agreement 









 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED.
THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**]. 

 


			
	“OpCo”
	
	NOBLE MIDSTREAM SERVICES, LLC
		
	By:	 	 /s/ Terry R. Gerhart

		 	     Terry R. Gerhart
		 	     Chief Executive Officer

  

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


									
					
		 		 	By:	 	 /s/ Terry R. Gerhart
	  	
		 		 		 	Terry R. Gerhart	  	
		 		 		 	Chief Executive Officer	  	


  
 Agreement Addendum 01
– Signature Page 2 
 Second Amended and Restated Crude Oil Treating Agreement