EX-10.13.1




 Exhibit 10.13.1 

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 [**]. 
 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 02 

NORTHERN COLORADO 

This AGREEMENT ADDENDUM 02 (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	  	San Juan River DevCo LP, a Delaware limited partnership

  Agreement Addendum 02 – Page
 1
 
 Second Amended and Restated Produced Water Services 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 [**]. 

 


			
	Parties	  	The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum
		
	Effective Date	  	March 31, 2016
		
	Dedication Area	  	The area in Northern Colorado including (but not limited to) the East Pony 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
	  	 Section(s)
	  	 
	T8N	  	R59W	  	ALL	  	
	T8N	  	R60W	  	ALL	  	
	T8N	  	R61W	  	ALL	  	
	T8N	  	R62W	  	ALL	  	
	T9N	  	R58W	  	ALL	  	
	T9N	  	R59W	  	ALL	  	
	T9N	  	R60W	  	ALL	  	
	T9N	  	R61W	  	ALL	  	
	10N	  	58W	  	19-36 (also known as S/2)	  	
	8N	  	58W	  	1-18 (also known as N/2)	  	


  

					
		  	Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication
		
	Individual First Phase Rate	  	$[**]/ Barrel
			
	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
	  	  
 Not applicable.
	  	  
 Not applicable.


  

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

language from Article 7)

	
	 NONE



  
 Agreement Addendum 02
– Page 2 
 Second Amended and Restated Produced Water Services 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
	  
 Omnibus Amendment
	  	  
 Notwithstanding any other term or provision in the Agreement Terms and
Conditions, Midstream Co shall not be required to perform Second Phase Services.

		
	Section 5.3(a) is hereby amended and restated in its entirety to read as follows:	  	Subject to Section 5.3(c), Midstream Co shall (i) provide Services for all Product that is Tendered by Producer to Midstream Co at the applicable Receipt Point, (ii) redeliver to Producer or for the benefit of Producer at the
relevant Delivery Point (as designated by Producer) equivalent quantities of such Product, inclusive of any System Gains/ Losses and (iii) cause the System to be able to flow such Product at volumes produced into each Individual System, in each
case, so long as total water volumes for the respective Individual System are not greater than the current capacity of the applicable Individual System.

  

			
	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



  
 Agreement Addendum 02
– Page 3 
 Second Amended and Restated Produced Water Services 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 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



  
 Agreement Addendum 02
– Page 4 
 Second Amended and Restated Produced Water Services 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: 780162439
 Account Name: San Juan 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 02) 

  
 Agreement Addendum 02
– Page 5 
 Second Amended and Restated Produced Water Services 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 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 02
– Page 1 
 Second Amended and Restated Produced Water Services 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” 
  

							
	SAN JUAN RIVER DEVCO LP
		
	       By:
	 	 San Juan 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 of San Juan River DevCo GP LLC,, which is the general partner of San Juan 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 02
– Page 2 
 Second Amended and Restated Produced Water Services Agreement