EX-10.16.1




 Exhibit 10.16.1 

When Recorded, Mail To: 
 Attn: DJ Land Manager 

1625 Broadway, Suite 2200 
 Denver, CO 80202 

SECOND AMENDED AND RESTATED  

PRODUCED WATER SERVICES AGREEMENT 

SECOND AMENDED AND RESTATED  

AGREEMENT ADDENDUM 05 

GREELEY CRESCENT 

This AGREEMENT ADDENDUM 05 (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 Produced Water 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	  	Laramie 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


  
 Agreement Addendum 05
– Page 1 
 Second Amended and Restated Produced Water Services Agreement 










			
		
	Effective Date	  	March 31, 2016
		
	Dedication Area	  	The Greeley Crescent 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	  	R67W	  	ALL	  	
	T7N	  	R66W	  	ALL	  	
	T7N	  	R65W	  	ALL	  	
	T6N	  	R65W	  	ALL	  	
	T6N	  	R66W	  	ALL	  	
	T6N	  	R67W	  	1-18, 23, 24, 25, 26, 35, 36	  	
	T5N	  	R67W	  	1, 2, 11, 12, 13, 14, 23, 24, 25, 26, 35, 36	  	
	T5N	  	R66W	  	ALL	  	
	T5N	  	R65W	  	1-12, 14-20, 30	  	
	T4N	  	R67W	  	1,2, 11, 12, 13, 14, 22-24, 26, 27, 34, 35	  	
	T4N	  	R66W	  	4-7	  	


  

					
		  	Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication
		
	Individual First Phase Rate	  	The Individual First Phase Rate shall be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area.
			
	Individual Second Phase Rate	  	Individual Second Phase Rate applied to each Barrel for which Producer elects to receive disposal services	  	Individual Second Phase Rate applied to each Barrel for which Producer elects to receive recycling services
	  	  
 The Individual Second Phase Rate shall be determined by the Parties
prior to Services being provided by Midstream Co to Producer in the Dedication Area.
	  	  
 The Individual Second Phase Rate shall be determined by the Parties
prior to Services being provided by Midstream Co to Producer in the Dedication Area.


  

	
	 Deviations from Service Conditions (the specifications in this section supersede the applicable

language from Article 7)

	
	NONE


  
 Agreement Addendum 05
– Page 2 
 Second Amended and Restated Produced Water Services Agreement 










	
	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

		
	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



  
 Agreement Addendum 05
– Page 3 
 Second Amended and Restated Produced Water Services Agreement 










			
	Notice Address – Force Majeure and Disposal or Recycling 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:     Director of
USO Finance,
                      Gerald Free

Telephone:         (303) 228-4174

Email: Gerald.Free@nblenergy.com

		
	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



  
 Agreement Addendum 05
– Page 4 
 Second Amended and Restated Produced Water Services Agreement 










			
	Payments by Electronic Funds Transfer	  	 Midstream Co:
  

ABA for wire: 021000021
 ABA for ACH: 111000614

Account Number: 780162447
 Account Name: Laramie 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


 (End of Agreement Addendum 05) 

  
 Agreement Addendum 05
– Page 5 
 Second Amended and Restated Produced Water Services 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 as 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 05
– Page 1 
 Second Amended and Restated Produced Water Services Agreement 










			
	“Midstream Co”
	
	 LARAMIE RIVER DEVCO LP
  

    By: Laramie 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 Laramie River DevCo GP LLC, which is the general partner of Laramie 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 05
– Page 2 
 Second Amended and Restated Produced Water Services Agreement