EX-10.7



 Exhibit 10.7 

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 

GAS GATHERING 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 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	  	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 Gas Gathering 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:
  Gas 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 01
– Page 2 
 Amended and Restated Gas Gathering 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 Fee	  	$[**]/ MMBtu

  

			
	 Deviations from Service Conditions (the specifications in this section supersede the
applicable
 language from Exhibit A)

		
	NONE	  	

  

			
	Pressures
		
	 MAOP
	  	500 psig
		
	 Target Pressure
	  	150 psig

  

			
	Additional Revisions
		
	 Section 5.2 is hereby

amended as follows:
	  	Clause (c) and clause (d) of Section 5.2 are of no force and effect in the Wells Ranch Individual System.

 (End of Agreement Addendum 01) 

  
 Agreement Addendum 01
– Page 3 
 Amended and Restated Gas Gathering 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 Gas Gathering 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 Gas Gathering Agreement