EX-10.40




 Exhibit 10.40 

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 [**]. 

SECOND AMENDED AND RESTATED 

CRUDE OIL GATHERING AGREEMENT 

SECOND AMENDED AND RESTATED 

AGREEMENT ADDENDUM 01 

WELLS RANCH 

This SECOND AMENDED AND RESTATED 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 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	  	Colorado 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 01
– Page 1 
 Second Amended and Restated Crude Oil 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
	  	 Sections
	  	 
	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	  	


  

			
		  	Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication.
		
	 Individual Fee
	  	$[**]/Bbl

  

			
	Additional Revisions
		
	Clause (x) of Section 6.1(i) is amended and restated as follows:	  	(x) the aggregate quantity of such Product, stated in Barrels, calculated by Midstream Co to have been received by Midstream Co from Producer or for Producer’s account at the applicable Measurement Points for such Product
during such Month multiplied by
		
	Section 6.3(c)(ii) is hereby amended and restated in its entirety to read as set forth in the next column in order to adjust the System Gains/ Losses Threshold:	  	(ii) If, the average during any three-Month period (on a rolling basis), System Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 3.00% of the total quantities of Producer’s
owned or Controlled Product delivered to the Individual System in such Month, then Midstream Co will, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in
calculating theoretical Product (after removal of Associated Water and Flash Gas) received into the System at Receipt Points on the Individual System and conduct a field-wide (on an Individual System basis) meter inspection and proving, if
necessary, followed by an updated balance.


  
 Agreement Addendum 01
– Page 2 
 Second Amended and Restated Crude Oil 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 [**]. 

 


			
	Additional Revisions
		
	Crude Oil Quality Specifications, altering Article 7 as follows:	  	“Raw” Crude Oil as separated in, and delivered from, the Separator Facility pressurized separator crude oil outlet exceeding the BS&W specification (due to Associated Water content) and RVP specification (due to Flash
Gas content) will be accepted into the System.

  

			
	Notices and Payments	  	Midstream Co:
	Notice Address – General Matters & Correspondence	  	  
 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 01
– Page 3 
 Second Amended and Restated Crude Oil 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 – 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 01
– Page 4 
 Second Amended and Restated Crude Oil 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 – 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: 780161720
 Account Name: Colorado 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 01) 

  
 Agreement Addendum 01
– Page 5 
 Second Amended and Restated Crude Oil 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


  

			
	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 01
– Signature Page 1 
 Amended and Restated Crude Oil 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 [**]. 

 


							
	“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 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 Colorado River DevCo GP LLC, which is the general partner of Colorado 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 01
– Signature Page 2 
 Amended and Restated Crude Oil Gathering Agreement