EX-10.28



 Exhibit 10.28 

AMENDED AND RESTATED 

CRUDE OIL GATHERING AGREEMENT 

AGREEMENT ADDENDUM 05 

GREELEY CRESCENT 

This AGREEMENT ADDENDUM 05 (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 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 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	  	Laramie 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 05
– Page 1 
 Amended and Restated Crude Oil 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 – 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


  
 Agreement Addendum 05
– Page 2 
 Amended and Restated Crude Oil Gathering Agreement 









			
	Dedication Area	  	The Greeley Crescent 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)
	  	 
	T7N	  	R67W	  	ALL	  	
	T7N	  	R66W	  	ALL	  	
	T7N	  	R65W	  	ALL	  	
	T6N	  	R65W	  	ALL	  	
	T6N	  	R66W	  	ALL	  	
	T6N	  	R67W	  	1-18, 23, 24, 25, 26, 35, 36	  	
	T5N	  	R67W	  	1, 2, 11, 12, 13, 14, 23, 24, 25, 26, 35, 36	  	
	T5N	  	R66W	  	ALL	  	
	T5N	  	R65W	  	1-12, 14-20, 30	  	
	T4N	  	R67W	  	1,2, 11, 12, 13, 14, 22-24, 26, 27, 34, 35	  	
	T4N	  	R66W	  	4-7	  	


  

			
	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	  	
	
	Additional Revisions
		
	NONE	  	

 (End of Agreement Addendum 05) 

  
 Agreement Addendum 05
– Page 3 
 Amended and Restated Crude Oil 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 05
– Signature Page 1 
 Amended and Restated Crude Oil Gathering Agreement 









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

		 	Terry R. Gerhart
		 	Chief Executive Officer

  

							
	“Midstream Co”
	
	LARAMIE RIVER DEVCO LP
		
	        By:	 	Laramie River DevCo GP LLC
		 	    By:	 	Noble Midstream Services, LLC
				
		 		 	    By:	 	 /s/ Terry R. Gerhart

		 		 		 	Terry R. Gerhart
		 		 		 	Chief Executive Officer


  
 Agreement Addendum 05
– Signature Page 2 
 Amended and Restated Crude Oil Gathering Agreement