EX-10.8



 Exhibit 10.8 

AMENDED AND RESTATED 

GAS GATHERING AGREEMENT 

AGREEMENT ADDENDUM 03 

MUSTANG 
 This
AGREEMENT ADDENDUM 03 (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 Gas Gathering 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 gathering of and other Services related to Gas 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	  	Green 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 03
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 Amended and Restated Gas Gathering Agreement 









			
	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 – 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



  
 Agreement Addendum 03
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 Amended and Restated Gas Gathering Agreement 









			
	Dedication Area	  	The Mustang integrated development plan area, as such area was defined by Producer on the Effective Date, and which consists of the following areas within Weld County, Colorado

  

							
	 Township
	  	 Range
	  	 Section(s)
	  	 
	T4N	  	R64W	  	1-3, 10-15, 22-27, 32-36	  	
	T4N	  	R63W	  	2-11, 14-23 26-35	  	
	T3N	  	R63W	  	4-9, 16-21, 28-33	  	
	T3N	  	R64W	  	ALL	  	
	T3N	  	R65W	  	1-3, 10-15, 22-27, 34-36	  	
	T2N	  	R64W	  	ALL	  	
	T2N	  	R63W	  	3-9, 16-21, 28-33	  	


  

			
	Individual Fee	  	To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area

  

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

  

			
	Pressures
		
	MAOP	  	To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area
		
	Target Pressure	  	To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area

  

			
	Additional Revisions
		
	NONE	 	

 (End of Agreement Addendum 03) 

  
 Agreement Addendum 03
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 Amended and Restated Gas Gathering Agreement 








 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 03
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 Amended and Restated Gas Gathering Agreement 









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

		 	Terry R. Gerhart
		 	Chief Executive Officer

  

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

				
		 		 	    By:	 	 /s/ Terry R. Gerhart

		 		 		 	Terry R. Gerhart
		 		 		 	Chief Executive Officer


  
 Agreement Addendum 03
– Signature Page 2 
 Amended and Restated Gas Gathering Agreement