EX-10.12.2




 Exhibit 10.12.2 

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 01 

WELLS RANCH 

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 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	  	Colorado River DevCo LP, a Delaware limited partnership

 Agreement Addendum 01 – 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 Wells Ranch 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	  	R64W	  	31-36	  	
	T7N	  	R63W	  	31-36	  	
	T6N	  	R64W	  	ALL	  	
	T6N	  	R63W	  	ALL	  	
	T6N	  	R62W	  	2-11, 14-23, 26-35	  	
	T5N	  	R62W	  	2-11, 14-23	  	
	T5N	  	R63W	  	ALL	  	
	T7N	  	R62W	  	31	  	
	T5N	  	R64W	  	1-6, 10-15, 22-27, 34-36	  	


  

					
		  	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
	  	  
 $[**]/ Barrel
	  	  
 [**].


  

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

applicable language from Article 7 )

	
	NONE


  
 Agreement Addendum 01
– 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
		
	Section 4.1(c):	  	The Parties shall agree in writing how to address the accuracy of all Measurement Devices, and, unless otherwise agreed in writing, Section 4.1(g) shall have no effect in the Dedication Area.
		
	Clause (x) of Section 6.1(i) is amended and restated as follows:	  	(x) the aggregate quantity of such Product, stated in Barrels, calculated by Midstream Co to have been received by Midstream Co from Producer or for Producer’s account at the applicable Measurement Points for such Product
during such Month multiplied by

  

			
	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 01
– 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 01
– 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: 780161720
 Account Name: Colorado 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 01) 

  
 Agreement Addendum 01
– 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 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 01
– 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” 
  

											
	COLORADO RIVER DEVCO LP	 	
			
	        By:	 	Colorado 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 this 26th day of April, 2016 by Terry R. Gerhart as Chief
Executive Officer of Noble Midstream Services, LLC, which is the sole member of Colorado River DevCo GP LLC, which is the general partner of Colorado 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 01
– Page 2 
 Second Amended and Restated Produced Water Services Agreement