EX-10.28.1




 Exhibit 10.28.1 

SECOND AMENDED AND RESTATED 

CRUDE OIL GATHERING AGREEMENT 

SECOND AMENDED AND RESTATED 

AGREEMENT ADDENDUM 05 

GREELEY CRESCENT 

This SECOND AMENDED AND RESTATED 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 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	  	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
		
	Effective Date	  	March 31, 2016


  
 Agreement Addendum 05
– Page 1 
 Second Amended and Restated Crude Oil Gathering Agreement 










			
	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 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
	  	


  
 Agreement Addendum 05
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 Second Amended and Restated Crude Oil Gathering Agreement 










			
	 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
  
 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
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 Second Amended and Restated Crude Oil Gathering Agreement 










			
	 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

		
	 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 Crude Oil Gathering 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

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


 (End of Agreement Addendum 05) 

  
 Agreement Addendum 05
– Page 5 
 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 05
– Signature Page 1 
 Second Amended and Restated Crude Oil Gathering 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 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 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
– Signature Page 2 
 Second Amended and Restated Crude Oil Gathering Agreement