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 [**]. 

FORM OF 
 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 









 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 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	  	[**].


  
 Agreement Addendum 01
– Page 2 
 Texas Produced Water Services Agreement 

Permian 









 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 [**]. 

 

					
	 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:
  

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

1001 Noble Energy Way
 Houston, TX 77070

		 	 Attention:
	 	 John Nedelka, Director Revenue Accounting

		 	 Telephone:
	 	(281) 872-3120
		 	Email:	 	John.Nedelka@nblenergy.com


  
 Agreement Addendum 01
– Page 3 
 Texas Produced Water Services Agreement 

Permian 









 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:
  

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

1001 Noble Energy Way
 Houston, TX 77070

		 	Attention:	 	John Nedelka, Director Revenue Accounting
		 	Telephone:	 	(281) 872-3120
		 	Email:	 	John.Nedelka@nblenergy.com


  
 Agreement Addendum 01
– Page 4 
 Texas Produced Water Services Agreement 

Permian 









 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 – 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
 John C.
Nicholson

	 	Telephone:	 	(281) 876-6186
	 	Email:	 	John.Nicholson@nblenergy.com
	 	  
 Producer:

 
 Rosetta Resources Operating LP

c/o Noble Energy, Inc.
 1001 Noble Energy Way

Houston, TX 77070

	 	Attention:	 	John Nedelka, Director Revenue Accounting
	 	Telephone:	 	(281) 872-3120
	 	Email:	 	John.Nedelka@nblenergy.com


  
 Agreement Addendum 01
– Page 5 
 Texas Produced Water Services Agreement 

Permian 









 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:
  

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

1001 Noble Energy Way
 Houston, TX 77070

		 	Attention:	 	John Nedelka, Director Revenue Accounting
		 	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: 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 6 
 Texas Produced Water Services Agreement 

Permian 









 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”
	
	 ROSETTA RESOURCES OPERATING LP 

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

		 	Name:
		 	Title:

  

			
	STATE OF TEXAS	  	)
		  	) ss.
	COUNTY OF HARRIS	  	)

 The foregoing instrument was acknowledged before me this      day of
        ,     , by              as              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:	 	  
	 	

  

	
	  

	 Notary Public




  
 Agreement Addendum 01
– Signature Page 1 
 Texas Produced Water Services Agreement 

Permian 









 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”
	
	BLANCO RIVER DEVCO LP
			
		 	 By: 
	 	Blanco River DevCo GP LLC
		 		 	By:	 	Noble Midstream Services, LLC
					
		 		 		 	By:	 	  

		 		 		 		 	Terry R. Gerhart
		 		 		 		 	Chief Executive Officer

  

			
	STATE OF TEXAS	  	)
		  	) ss.
	COUNTY OF HARRIS	  	)

 The foregoing instrument was acknowledged before me this      day of
        ,         , 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:	 	  
	 	

  

	
	  

	 Notary Public




  
 Agreement Addendum 01
– Signature Page 2 
 Texas Produced Water Services Agreement 

Permian