EX-10.8.1.1




 Exhibit 10.8.1.1 

When Recorded, Mail To: 
 Attn: DJ Land Manager 

1625 Broadway, Suite 2200 
 Denver, CO 80202 

AMENDMENT 01 
 TO

 THAT CERTAIN 

SECOND AMENDED AND RESTATED 

GAS GATHERING AGREEMENT 

MUSTANG 

CONTRACT NUMBER: GRMU03-GG 

This AMENDMENT 01 (this “Amendment”) shall be effective as among Noble Energy, Inc., a Delaware corporation (the
“Producer”) and Green River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective
Time”). This Amendment modifies that certain Second Amended and Restated Gas Gathering Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number GRMU03-GG and is comprised
of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that
certain Second Amended and Restated Agreement Addendum 03 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract
and shall be the Agreement of the Parties. 
 WHEREAS, the Parties acknowledge that the purpose of this Amendment is make certain technical
modifications. 
 WHEREAS, the Parties agree and acknowledge that amendments to the Agreement Terms and Conditions set forth herein
constitute an amendment only to the Agreement and not to any other agreement in respect of natural gas gathering services to which Producer is a party. 

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein and the mutual agreements in the Agreement,
Midstream Co and Producer hereby agree as follows: 








 1. Amendments. 

1.1 Section 1.1 of the Agreement (which appears in the Agreement Terms and Conditions) is hereby amended by amending and restating
the following defined terms in their entirety to read as follows: 
 “Facility Segment” means each segment of an Individual
System comprised of facilities beginning at a Receipt Point and ending at a Delivery Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System. 

“Individual System” means the portion of the System beginning at the Receipt Points and ending at the Delivery Points. The
Individual Systems in existence on the Effective Date are more particularly described in writing between Producer and Midstream Co. Additional Individual Systems may be added to the System from time to time in satisfaction of the needs identified by
Producer and evidenced in writing between Producer and Midstream Co. 
 1.2 Section 1.1 of the Agreement (which appears in the
Agreement Terms and Conditions) is further amended by amending and restating clauses (a) and (b) of the defined term “Dedicated Production” to read as follows: “(a) Product owned by Producer or an Affiliate of Producer and
produced from a Well within the Dedication Area that is operated by Producer or an Affiliate under the Control of Producer, (b) Reserved,”. 

1.3 Section 2.3(d) of the Agreement (which appears in the Agreement Terms and Conditions) is hereby amended and restated in its
entirety to read: “(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production”. 
 1.4
Section 2.4(b)(iv) of the Agreement (which appears in the Agreement Terms and Conditions) is amended and restated in its entirety to read: “(iv) Reserved.”. 

1.5 Section 3.1(e) of the Agreement (which appears in the Agreement Terms and Conditions) is hereby amended by deleting the
sentence that reads as follows “In the sole discretion of each Person serving as a Midstream Co under a Midstream Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly.” and
inserting in place thereof the following sentence: “Midstream Co may, in its sole discretion, work with OpCo or any of OpCo’s subsidiaries to prepare and deliver a System Plan jointly with such other entity or entities.” 

1.6 Section 3.2 of the Agreement (which appears in the Agreement Terms and Conditions) is hereby amended by inserting the following
new clause (e) immediately following clause (d) of such Section 3.2: 
 “(e) Substation and
Interconnection Facilities. The obligations of Midstream Co hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities
required to procure electricity for the Individual System. If a substation or any other interconnecting facility is required in order for Midstream Co to perform its obligations 

  
 Amendment 01 –
Page 2 
 Second Amended and Restated Gas Gathering Agreement 

Green River Gas Gathering Agreement 

GRMU03-GG 









 
hereunder, Midstream Co and Producer shall enter into a separate agreement setting forth each Party’s responsibilities in connection therewith, including an allocation of responsibility for
all associated costs and expenses.” 
 2. Confidentiality. Pursuant to Section 17.11 of the Agreement (which appears
in the Agreement Terms and Conditions), the Parties have agreed to treat the information exchanged in connection with and the provisions of the Agreement as confidential. In addition, confidential treatment has been requested with the Securities and
Exchange Commission for the pricing terms of the Agreement, and the Parties agree to take appropriate measures to abide by the requirements imposed by the Securities and Exchange Commission to preserve such confidential treatment, if granted. 

3. Confirmation. The provisions of the Agreement, as amended by this Amendment, shall remain in full force and effect following the
effectiveness of this Amendment. No provision of the Agreement is amended or otherwise modified hereby, except as expressly stated herein. 

4. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of
any Party to the Agreement, nor constitute a waiver of any provision of the Agreement. On and after the Amendment Effective Time, this Amendment shall for all purposes constitute a part of the Agreement. 

5. Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto. 

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State, excluding any conflicts of
law rule or principle that might refer construction of such provisions to the laws of another jurisdiction. 
 (Signature Pages follow)


  
 Amendment 01 –
Page 3 
 Second Amended and Restated Gas Gathering Agreement 

Green River Gas Gathering Agreement 

GRMU03-GG 









 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement in duplicate
originals to be effective as of the Amendment Effective Time. 
  

			
	 “Producer”
  

NOBLE ENERGY, INC.

		
	By:	 	/s/ Gary W. Willingham
		 	 Gary W. Willingham

		 	 Executive Vice President


  

							
	 STATE OF TEXAS
	  	 	)	  	 	
		  	 	)	  	 	ss.
	COUNTY OF HARRIS	  	 	)	  	 	

 The foregoing instrument was acknowledged before me this 29th day of August, 2016, by Gary W. Willingham as Executive Vice
President of Noble Energy, Inc., a Delaware corporation. 
 WITNESS my hand and official seal. 

My commission expires: 05/05/2018             

 

	
	/s/ Joanne Garner
	Notary Public



  
 Amendment 01 –
Signature Page 1 
 Second Amended and Restated Gas Gathering Agreement 

Green River Gas Gathering Agreement 

GRMU03-GG 










													
	 “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


  

							
	 STATE OF TEXAS
	  	 	)	  	 	
		  	 	)	  	 	ss.
	COUNTY OF HARRIS	  	 	)	  	 	

 The foregoing instrument was acknowledged before me this 25th day of August, 2016, by Terry R. Gerhart as Chief Executive
Officer of Noble Midstream Services, LLC, which is the sole member of Green River DevCo GP LLC, which is the general partner of Green River DevCo LP, a Delaware limited partnership. 

WITNESS my hand and official seal. 
 My commission expires:
05/05/2018             
  

	
	/s/ Joanne Garner
	Notary Public



  
 Amendment 01 –
Signature Page 2 
 Second Amended and Restated Gas Gathering Agreement 

Green River Gas Gathering Agreement 

GRMU03-GG