EX-10.10.2




 Exhibit 10.10.2 

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 [**]. 

THIRD AMENDED AND RESTATED 

CRUDE OIL TREATING AGREEMENT 

THIRD AMENDED AND RESTATED 

AGREEMENT ADDENDUM 02 

BRIGGSDALE FACILITY 

CONTRACT NUMBER: CRALL1-OT 

This THIRD AMENDED AND RESTATED AGREEMENT ADDENDUM 02 (this “Agreement Addendum”) (a) shall be effective as between the
Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Third Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Treating
Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016, and (c) 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 (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other
subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions. 

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. 
 NOW, THEREFORE, in
consideration of the mutual agreements in this Agreement, Midstream Co and Producer hereby agree as follows: 
  

			
	 Producer
	  	Noble Energy, Inc., a Delaware corporation
		
	 Midstream Co
	  	Colorado River DevCo LP, a Delaware limited partnership
		
	 Individual System
	  	This Agreement Addendum pertains only to Services provided by Midstream Co at the oil treating facility known by Midstream Co as the Briggsdale Facility.
		
	 Parties
	  	The term “Party” or “Parties” shall refer to Producer and the Midstream Co identified in this Agreement Addendum
		
	 Effective Date
	  	March 31, 2016
		
	 Dedication Area
	  	Weld County, Colorado and surrounding counties, less and except those leases were released pursuant to a Release of Dedication.


  
 Agreement Addendum 02
–Page 1 
 Third Amended and Restated Crude Oil Treating 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 [**]. 

 


			
	 Individual

Horizontal Fee
	  	$[**]/Relevant Well
		
	 Individual Vertical

Fee
	  	$[**]/Relevant Well

  

			
	Additional Revisions
		
	Section 6.1	  	At all times that Midstream Co is party to both Agreement Addendum 01 and Agreement Addendum 02, Producer shall be charged a total (in the aggregate across both Agreements) of $[**]/ Relevant Well that is horizontal and $[**]/
Relevant Well that is vertical. If Midstream Co is not a party to both Agreement Addendum 01 and Agreement Addendum 02, Midstream Co and Producer shall negotiate an equitable price adjustment for the provision of Services.

  

			
	Notices and Payments
		
	 Notice Address –

General Matters &

Correspondence
	  	Midstream Co and Producer shall deliver appropriate contact information to the other Party in writing.
	  
 Notice Address
–
 Operational Matters
	  
	  

Notice Address – Force

Majeure and Marketing

interruptions
	  
	  
 Notice Address
–
 Invoicing Matters
	  
	  
 Marketing Notice
–
 Midstream Co
	  
	  
 Payments by
Electronic
 Funds Transfer
	  	  
 Midstream Co and Producer shall deliver appropriate contact information
to the other Party in writing


 (End of Agreement Addendum 02) 

  
 Agreement Addendum 02
–Page 2 
 Third Amended and Restated Crude Oil Treating 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

  

			
	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



  
 Agreement Addendum 02
– Signature Page 1 
 Third Amended and Restated Crude Oil Treating 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 [**]. 

 


					
	 “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

  

			
	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 Colorado River DevCo LP, a Delaware limited partnership. 
 WITNESS my hand and official seal. 

My commission expires: 05/05/2018 
  

	
	 /s/ Joanne Garner

	Notary Public



  
 Agreement Addendum 02
– Signature Page 2 
 Third Amended and Restated Crude Oil Treating Agreement