EX-10.38




 Exhibit 10.38 

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 [**]. 

TEXAS PRODUCED WATER SERVICES AGREEMENT 

AGREEMENT ADDENDUM 01 

PERMIAN 

CONTRACT NUMBER: BLPR01-PW 

This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as
“Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Texas Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and
Conditions”), which were last amended effective as of the Effective Date, 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	    	Rosetta Resources Operating LP, a Delaware limited partnership
		
	Midstream Co	    	Blanco River DevCo LP, a Delaware limited partnership
		
	Parties	    	The term “Party” or “Parties” shall refer to Producer and Midstream Co identified in this Agreement Addendum
		
	Effective Date	    	September 1, 2016


  

Agreement Addendum 01 – Page 1 

Texas Produced Water Services Agreement 

Permian 










			
	Dedication Area	  	 The following areas within Reeves County, Texas:
  

H&GNRR Block 5
 H&GNRR Block 6

H&GNRR Block 13
  

PSL Block C18
 PSL Block C10

PSL Block C9
 PSL Block C8

PSL Block C7
 PSL Block C6

 
 T&P RR Block 51-T7

T&P RR Block 50-T7

		
	Individual First Phase Rate	  	$[**]/ Barrel
		
	Individual Second Phase Fee	  	[**].
		
	Individual Disposal by Truck Fee	  	[**].

  

			
	 Notices and Payments

 

		
	Notice Address – General Matters & Correspondence	  	 Midstream Co:
  

Midstream Co
 c/o Noble Midstream Services, LLC

1001 Noble Energy Way
 Houston, TX 77070

Attention: Chief Financial Officer
  

Producer:
  

Rosetta Resources Operating LP
 c/o Noble Energy, Inc.

1001 Noble Energy Way
 Houston, TX 77070

Attention: Director Revenue Accounting



  

Agreement Addendum 01 – Page 2 

Texas Produced Water Services Agreement 

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	Notice Address – Operational Matters	  	 Midstream Co:
  

Midstream Co
 c/o Noble Midstream Services, LLC

1001 Noble Energy Way
 Houston, TX 77070

Attention: Chief Operating Officer
  

Producer:
  

Rosetta Resources Operating LP
 c/o Noble Energy, Inc.

1001 Noble Energy Way
 Houston, TX 77070

Attention: Director Revenue Accounting

		
	Notice Address – Force Majeure, interruptions and Pipeline Unavailability	  	 Midstream Co:
  

Midstream Co
 c/o Noble Midstream Services, LLC

1001 Noble Energy Way
 Houston, TX 77070

Attention: Chief Operating Officer
  

Producer:
  

Rosetta Resources Operating LP
 c/o Noble Energy, Inc.

1001 Noble Energy Way
 Houston, TX 77070

Attention: Director Revenue Accounting



  

Agreement Addendum 01 – Page 3 

Texas Produced Water Services Agreement 

Permian 










			
	Notice Address – Invoicing Matters	  	 Midstream Co:
  

Midstream Co
 c/o Noble Midstream Services, LLC

1001 Noble Energy Way
 Houston, TX 77070

Attention: Senior Accountant
  

Producer:
  

Rosetta Resources Operating LP
 c/o Noble Energy, Inc.

1001 Noble Energy Way
 Houston, TX 77070

Attention: Director Revenue Accounting

		
	Payments by Electronic Funds Transfer	  	 Midstream Co:
  

ABA for wire: To be provided in writing prior to commencing Services

ABA for ACH: To be provided in writing prior to commencing Services

Account Number: 880285205
 Account Name: Blanco River DevCo LP

Financial Institution: JP Morgan
 Bank Swift: CHASUS33

 
 Producer:

 
 ABA/Routing Number: 021000021

Account Number: 700628402
 Account Name: Rosetta Resources
Operating LP
 Financial Institution: JPMorgan Chase – New York

Bank Swift: CHASUS33


 (End of Agreement Addendum 01) 

  

Agreement Addendum 01 – Page 4 

Texas Produced Water Services Agreement 

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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be
effective as of the Effective Date. 
 “Producer” 
  

					
	ROSETTA RESOURCES OPERATING LP
			
		 	BY:	 	ROSETTA RESOURCES OPERATING GP, LLC,
		 	its general partner

  

			
	By:	 	 /s/ Charles J. Rimer

	Name:	 	Charles J. Rimer
	Title:	 	President

  

					
	STATE OF COLORADO	  	)	 	
		  	)	 	ss.
	COUNTY OF DENVER            	  	)	 	

 The foregoing instrument was acknowledged before me this 25th day of August 2016, by Charles J. Rimer as President of Rosetta
Resources Operating GP, LLC, a Delaware limited liability company, acting as the general partner of Rosetta Resources Operating LP, a Delaware limited partnership. 

WITNESS my hand and official seal. 
 My commission expires:
03/17/2018 
  

	
	
	 /s/ Christine Usher

	Notary Public



  

Agreement Addendum 01 – Signature Page 1 

Texas Produced Water Services Agreement 

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	“Midstream Co”
	
	 BLANCO RIVER DEVCO LP

			
		 	 By:
	 	 Blanco 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, in its capacity as sole member of Blanco River DevCo GP LLC, in its capacity as the general partner of Blanco 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 01 – Signature Page 2 

Texas Produced Water Services Agreement 

Permian