EX-10.28.2




 Exhibit 10.28.2 

SECOND AMENDED AND RESTATED 

CRUDE OIL GATHERING AGREEMENT 

AGREEMENT ADDENDUM XX 

OPCO’S OBLIGATIONS 
 This
AGREEMENT ADDENDUM XX (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “OpCo” as of the date specified below as the “Effective Date,”
(b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to 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. 
 OpCo owns, directly or indirectly, all of the Controlling interest in Colorado River DevCo LP, Green River DevCo LP, Gunnison
River DevCo LP, and Laramie River DevCo LP (collectively, the “Original Subsidiaries”). 
 Producer desires for OpCo to
cause the Original Subsidiaries to provide the Services utilizing the System in order for Producer to obtain a consistent level of service with respect to the gathering of and other Services related to Product that are required by Producer within
the Service Area, and OpCo desires to cause the Original Subsidiaries to provide the Services to Producer, on the terms and subject to the conditions of this Agreement. 

In order for Producer to obtain a consistent level of service with respect to the gathering of and other Services related to Product that are
required by Producer within the Service Area, Producer and OpCo hereby enter into this Agreement. 
 NOW, THEREFORE, in consideration of the
mutual agreements in this Agreement, OpCo and Producer hereby agree as follows: 
  

			
	Producer	  	Noble Energy, Inc., a Delaware corporation
		
	OpCo	  	Noble Midstream Services, LLC, a Delaware limited liability company
		
	Effective Date	  	March 31, 2016


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










			
	 Notices and Payments

	 Notice Address –
 General Matters
&
 Correspondence
	  	 OpCo:
  

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 XX
– Page 2 
 Second Amended and Restated Crude Oil Gathering Agreement 










			
	 Notice Address –
 Invoicing
Matters
	  	 OpCo:
  

OpCo
 1001 Noble Energy Way

Houston, TX 77070

Attention:            Director of Revenue Accounting

                   
         John Nedelka

Telephone:          (281) 872-3120

Email:                  
John.Nedelka@nblenergy.com
  
 Producer:

 
 Noble Energy, Inc.

1625 Broadway, Ste 2200
 Denver, CO 80202

Attention:            Director of Revenue Accounting,

                   
         John Nedelka

Telephone:          (303) 228-4174

Email:                  
john.nedelka@nblenergy.com

		
	 Payments by
 Electronic Funds

Transfer
	  	 Producer:
  

ABA/Routing Number: 021000021
 Account Number: 08805135066

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


  

	1.	Definitions. The term “Original Midstream Co” shall refer to each entity that is both a Midstream Co party to an Agreement related to the gathering of Product and is a subsidiary of OpCo. For the
avoidance of doubt, OpCo has no obligations or responsibilities towards or with respect to NBL Midstream Holdings LLC. 

  

	2.	OpCo’s Obligations. OpCo shall cause each Original Midstream Co to comply with the obligations of such Original Midstream Co under the Midstream Agreement Addendum to which such Original Midstream Co is a
party and the Agreement Terms and Conditions. If at any time, an Original Midstream Co assigns its obligations under a Midstream Agreement Addendum to a Midstream Co Assignee, OpCo shall have no obligations under this Section 1 with respect to
such Midstream Co Assignee and shall not be liable for any performance or non-performance by such Midstream Co Assignee. 

  

	3.	Coordination of System Plans. Subject to Midstream Co’s rights under Section 13.2, OpCo shall cause the Original Midstream Cos to coordinate their System Plans so that, taken as a whole, the
System Plans delivered by all of the Original Midstream Cos satisfy the needs for Services throughout the Service Area, except to the extent OpCo reasonably determines any portion of the Service Area should be serviced by any Midstream Co Assignee.



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










	4.	No Other Obligations. OpCo shall not have any of the rights or be bound by any of the terms of the Agreement Terms and Conditions, except as provided in (a) Section 1 of this Agreement Addendum, and
(b) Article 8 and Article 17 of the Agreement Terms and Conditions. No reference to a “Party” or the “Parties” in the Agreement Terms and Conditions shall be deemed to include a reference to OpCo.


  

	5.	Enforcement by OpCo. OpCo shall have the right to enforce all rights of each Original Midstream Cos under the Agreement Addendum to which such Original Midstream Co is a Party. 


 

	6.	Notices Delivered to OpCo. All notices and other communications required under the Agreement Terms and Conditions to be delivered to an Original Midstream Co shall be deemed delivered if received by OpCo.


 (End of Agreement Addendum XX) 

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










			
	“OpCo”
	
	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, on behalf of said company. 
  

	
	 /s/ Joanne Garner

	Notary Public in and for the State of Texas



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