EX-10.12



 Exhibit 10.12 

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 

PRODUCED WATER SERVICES AGREEMENT 

AGREEMENT ADDENDUM 01 

WELLS RANCH 

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 Produced Water 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 Produced Water
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 
 Amended and Restated Produced Water Services 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: USO Water Manager

                 Ken Knox

		
	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 01
– Page 2 
 Amended and Restated Produced Water Services 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 [**]. 

 


			
	Dedication Area	  	The Wells Ranch 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	  	R64W	  	31-36	  	
	T7N	  	R63W	  	31-36	  	
	T6N	  	R64W	  	ALL	  	
	T6N	  	R63W	  	ALL	  	
	T6N	  	R62W	  	2-11, 14-23, 26-35	  	
	T5N	  	R62W	  	2-11, 14-23	  	
	T5N	  	R63W	  	ALL	  	
	T7N	  	R62W	  	31	  	
	T5N	  	R64W	  	1-6, 10-15, 22-27, 34-36	  	


  

					
	Individual First
Phase Rate	  	$[**]/Barrel
			
	Individual Second Phase Rate	  	Individual Second Phase Rate applied to each Barrel for which Producer elects to receive disposal services	  	Individual Second Phase Rate applied to each Barrel for which Producer elects to receive recycling services
			
		  	$[**]/ Barrel	  	[**].

  

			
	Deviations from Service Conditions (the specifications in this section supersede the applicable language from Exhibit A attached to the Agreement Terms and Conditions)
		
	Quality Specifications, altering Exhibit A as follows:	  	NONE
		
	Section 1.4(a) is hereby amended and restated to read:	  	(a) Producer shall construct, install, own and operate the Measurement Devices located at the Receipt Points until such time as Midstream Co installs appropriate Measurement Devices. Midstream Co shall have the right to install such
Measurement Devices.
		
	Section 1.4(d) is hereby amended and restated to read:	  	(d) Producer and Midstream Co may, but shall not be obligated to, replace or make any alterations to the Measurement Devices that such Producer or Midstream Co, as applicable owns, necessary to comply with any applicable
Laws.


  
 Agreement Addendum 01
– Page 3 
 Amended and Restated Produced Water Services 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 [**]. 

 


			
		
	 Section 1.4(e) is amended hereby:
	  	For the duration during which Producer owns any applicable Measurement Device, Midstream Co shall have the rights attributed to Producer in Section 1.3(e) of Exhibit A with respect to such Measurement Device.

  

			
	Additional Revisions
		
	Section 5.1(i)(x) is amended and restated as follows:	  	(x) the aggregate quantity of such Produced Water, stated in Barrels, calculated by Midstream Co to have been received by Midstream Co from Producer or for Producer’s account at the applicable Measurement Device at or near
the Separator Facility for such Produced Water within the applicable Individual System during such Month multiplied by (provided that at all times during which the Measurement Device located at or near the Receipt Point is owned by the Producer,
such calculation is based upon information provided by Producer)

 (End of Agreement Addendum 01) 

  
 Agreement Addendum 01
– Page 4 
 Amended and Restated Produced Water Services 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 
 Amended and Restated Produced Water Services 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 
 Amended and Restated Produced Water Services Agreement