EX-10.46




 Exhibit 10.46 

SECOND AMENDED AND RESTATED 

CRUDE OIL GATHERING AGREEMENT 

SECOND AMENDED AND RESTATED 

AGREEMENT ADDENDUM 04 

BRONCO 
 This
SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 04 (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 Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as
of March 31, 2016, and recorded in the real property records of Weld County, Colorado, on                 as
                , 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	  	Gunnison River DevCo LP, a Delaware limited partnership
		
	Parties	  	The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum
		
	Effective Date	  	March 31, 2016


  
 Agreement Addendum 04
– Page 1 
 Second Amended and Restated Crude Oil Gathering Agreement 










			
		
	Dedication Area	  	The Bronco 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
	  	 Sections
	  	 
	T5N	  	R65W	  	13, 21-29, 31-36	  	
	T5N	  	R64W	  	7-9, 16-21, 28-33	  	
	T4N	  	R64W	  	4-9, 16-21, 28-31	  	
	T4N	  	R65W	  	ALL	  	
	T4N	  	R67W	  	25, 36	  	
	T4N	  	R66W	  	1-3, 8-36	  	


  

			
		
		  	Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication.
		
	Individual Fee	  	The Individual Fee shall be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area.

  

	
	Additional Revisions
	
	NONE

  

			
	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

                      John F. Bookout, IV

Telephone:    (832) 639-7134

Email:             John.Bookout@nblenergy.com

 
 Producer:
  

Noble Energy, Inc.
 1625 Broadway, Ste 2200

Denver, CO 80202
 Attention:    Director of
USO Finance,
                     Gerald Free

Telephone:   (303) 228-4174

Email:    Gerald.Free@nblenergy.com



  
 Agreement Addendum 04
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 Second Amended and Restated Crude Oil Gathering Agreement 










			
	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

                          
John C. Nicholson
 Telephone:        (281) 876-6186

Email:                 John.Nicholson@nblenergy.com

 
 Producer:
  

Noble Energy, Inc.
 1625 Broadway, Ste 2200

Denver, CO 80202
 Attention: Vice President – DJ Business
Unit
                  Mark Patteson

		
	Notice Address – Force Majeure and Marketing interruptions	  	 Midstream Co:
  

Midstream Co
 c/o Noble Midstream Services, LLC

1001 Noble Energy Way
 Houston, TX 77070

Attention:        Chief Operating Officer

                        John C.
Nicholson
 Telephone:      (281) 876-6186

Email:             John.Nicholson@nblenergy.com

 
 Producer:
  

Noble Energy, Inc.
 1625 Broadway, Ste 2200

Denver, CO 80202
 Attention:     DeLynne
Barrow
 Telephone:       (303) 228-4222

Email:  Delynne.Barrow@nblenergy.com



  
 Agreement Addendum 04
– Page 3 
 Second Amended and Restated Crude Oil Gathering Agreement 










			
	Notice Address – Invoicing Matters	  	 Midstream Co:
  

Midstream Co
 c/o Noble Midstream Services, LLC

1001 Noble Energy Way
 Houston, TX 77070

Attention: Ian Dams
 Telephone: (832) 639-7406

Email: ian.dams@nblenergy.com
  

Producer:
  

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	  	 Midstream Co:
  

ABA for wire: 021000021
 ABA for ACH: 111000614

Account Number: 780162371
 Account Name: Gunnison River DevCo
LP
 Financial Institution: JP Morgan
 Bank Swift: CHASUS33

 
 Producer:
  

ABA/Routing Number: 021000021
 Account Number: 08805135066

Account Name: Noble Energy, Inc.
 Financial Institution: JP
Morgan
 Bank Swift: CHASUS33

		
	Marketing Notice – Midstream Co	  	 Attention: Oil Marketing Department
 Noble
Energy, Inc.
 1625 Broadway, Ste 2200
 Denver, CO
80202


 (End of Agreement Addendum 04) 

  
 Agreement Addendum 04
– Page 4 
 Second Amended and Restated Crude Oil Gathering Agreement 









 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 26th day of April, 2016, by Gary W. Willingham, Executive Vice
President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation. 
  

	
	 /s/ Vickie L. Graham

	Notary Public in and for the State of Texas



  
 Agreement Addendum 04
– Signature Page 1 
 Amended and Restated Crude Oil Gathering Agreement 










	
	“Midstream Co”
	
	 GUNNISON RIVER DEVCO LP
  

By: Gunnison River DevCo GP LLC

By: Noble Midstream Services, LLC

	
	 By: /s/ Terry R.
Gerhart                            

	 Terry R. Gerhart

	 Chief Executive Officer


  

			
	STATE OF COLORADO	  	)
		  	) ss.
	COUNTY OF	  	)

 The foregoing instrument was acknowledged before me this 26th day of April, 2016, by Terry R. Gerhart, Chief Executive
Officer of Noble Midstream Services, LLC, a Delaware limited liability company, which is the sole member of Gunnison River DevCo GP LLC, which is the general partner of Gunnison River DevCo LP, a Delaware limited partnership, on behalf of said
company. 
  

	
	 /s/ Joanne Garner

	Notary Public in and for the State of Texas



  
 Agreement Addendum 04
– Signature Page 2 
 Amended and Restated Crude Oil Gathering Agreement