Exhibit 10.1

FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This CONTRIBUTION , CONVEYANCE AND ASSUMPTION AGREEMENT , dated as of [            ], 2016 (this “ Agreement ”), is by and among NOBLE MIDSTREAM PARTNERS LP , a Delaware limited partnership (the “ Partnership ”), NOBLE MIDSTREAM GP LLC , a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), NOBLE ENERGY, INC. , a Delaware corporation (“ Noble ”), NOBLE MIDSTREAM SERVICES, LLC , a Delaware limited liability company (“ Opco ”), NBL MIDSTREAM, LLC , a Delaware limited liability company (“ NBL Midstream ”), NBL MIDSTREAM HOLDINGS, LLC , a Delaware limited liability company (“ NBL Midstream Holdings ”), COLORADO RIVER DEVCO GP LLC , a Delaware limited liability company (“ Colorado River GP ”), GREEN RIVER DEVCO GP LLC , a Delaware limited liability company (“ Green River GP ”), GUNNISON RIVER DEVCO GP LLC , a Delaware limited liability company (“ Gunnison River GP ”), LARAMIE RIVER DEVCO GP LLC , a Delaware limited liability company (“ Laramie River GP ”), SAN JUAN RIVER DEVCO GP LLC , a Delaware limited liability company (“ San Juan River GP ”), BLANCO RIVER DEVCO LP , a Delaware limited partnership (“ Blanco River LP ”) and BLANCO RIVER DEVCO GP LLC , a Delaware limited liability company (“ Blanco River GP ”) (each, a “ Party ” and collectively, the “ Parties ”).

RECITALS

WHEREAS , the General Partner and Opco have caused the formation of the Partnership pursuant to the Delaware Revised Uniform Limited Partnership Act (as amended from time to time, the “ Delaware Partnership Act ”) for the purpose of owning, operating, developing and acquiring domestic midstream infrastructure assets, as well as engaging in any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized under the Delaware Partnership Act;

WHEREAS , in order to accomplish the objectives and purposes in the first recital above, each of the following actions has been taken on or prior to the date hereof:

1. Opco and its wholly owned subsidiary Colorado River GP formed Colorado River DevCo LP, a Delaware limited partnership (“ Colorado River LP ”), and contributed an aggregate of $1,000 to Colorado River LP in exchange for a 99% limited partner interest and 1% general partner interest in Colorado River LP, respectively;

2. Opco and its wholly owned subsidiary Green River GP formed Green River DevCo LP, a Delaware limited partnership (“ Green River LP ”), and contributed an aggregate of $1,000 to Green River LP in exchange for a 99% limited partner interest and 1% general partner interest in Green River LP, respectively;

3. Opco and its wholly owned subsidiary Gunnison River GP, formed Gunnison River DevCo LP, a Delaware limited partnership (“ Gunnison River LP ”), and contributed an aggregate of $1,000 to Gunnison River LP in exchange for a 99% limited partner interest and 1% general partner interest in Gunnison River LP, respectively;

4. Opco and its wholly owned subsidiary Laramie River , formed Laramie River DevCo LP, a Delaware limited partnership (“ Laramie River LP ”), and contributed an aggregate of $1,000 to Laramie River LP in exchange for a 99% limited partner interest and 1% general partner interest in Laramie River LP, respectively; and

5. Opco and its wholly owned subsidiary San Juan River GP formed San Juan River DevCo LP, a Delaware limited partnership (“ San Juan River LP ”), and contributed an aggregate of $1,000 to San Juan River LP in exchange for a 99% limited partner interest and 1% general partner interest in San Juan River LP, respectively;

6. Opco contributed to Colorado River LP all right, title and interest in and to all of Opco’s interest in and to (a) the crude oil, natural gas and produced water gathering system and assets servicing the Wells Ranch IDP (as described on Exhibit A ), (b) the central gathering facility servicing the Wells Ranch IDP, (c) the fresh water storage and delivery system assets servicing the Wells Ranch IDP, (d) the crude oil gathering system assets servicing the East Pony IDP, (e) the Plattesville crude oil treating facility assets, (f) the Briggsdale crude oil treating facility assets, (g) Real Estate Agreements (as defined herein) to the extent the same relate to (a)-(f) with a portion of the assets listed in (a)-(g) conveyed by Opco on behalf of Colorado River GP such that Colorado River GP holds a 75% general partner interest and Opco holds a 25% limited partner interest in Colorado River LP;

7. Opco contributed to Green River LP all right, title and interest in and to all of Opco’s interest in each Real Estate Agreement related to the Mustang IDP (as described on Exhibit A ), which such Real Estate Agreements related to fresh water systems being constructed and to crude oil, natural gas and additional water infrastructure that is planned in the Mustang IDP (collectively, the “ Mustang IDP Assets ”), with a portion of the Mustang IDP Assets conveyed by Opco on behalf of Green River GP such that Green River GP holds a 10% general partner interest and Opco holds a 90% limited partner interest in Green River LP;

8. Opco contributed to Gunnison River LP all right, title and interest in and to a 4% limited partner interest in Gunnison River LP held by Opco, which converted to a general partner interest in Gunnison River LP such that Gunnison River GP holds a 5% general partner interest and Opco holds a 95% limited partner interest in Gunnison River LP;

9. Opco contributed to Laramie River LP all right, title and interest in and to a 4% limited partner interest in Laramie River LP held by Opco, which converted to a general partner interest in Laramie River LP such that Laramie River GP holds a 5% general partner interest and Opco holds a 95% limited partner interest in Laramie River LP;

10. Opco contributed to San Juan River LP all right, title and interest in and to (a) the fresh water storage and delivery system assets servicing the East Pony IDP and (b) all of Opco’s interest in Real Estate Agreements to the extent the same relate to produced water facilities and a fresh water system, which are being constructed and will consist of pipelines, ponds and storage capacity in the East Pony IDP (collectively, the “East Pony IDP Assets”), with a portion of the East Pony IDP Assets conveyed by Opco on behalf of San Juan River GP such that San Juan River GP holds a 5% general partner interest and Opco holds a 95% limited partner interest in San Juan River LP;

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11. Opco distributed to NBL Midstream, who in turn contributed to NBL Midstream Holdings, LLC, a Delaware limited liability company (“ NBLMH ”), all right, title and interest in and to all of Opco’s interest in (a) the natural gas gathering system servicing the East Pony IDP, (b) the Keota gas processing plant servicing the East Pony IDP, (c) the Keota LNG plant, (d) the Lilli gas processing plant servicing the greater East Pony IDP, (e) Non-System Pipelines located in Northern Colorado and (f) Real Estate Agreements to the extent the same relate to (a)-(e); and

12. Opco and its wholly owned subsidiary Blanco River GP formed Blanco River LP and contributed an aggregate $1,000 to Blanco River LP in exchange for a 99% limited partner interest and a 1% general partner interest in Blanco River LP, respectively.

WHEREAS , concurrently with the consummation of the transactions contemplated hereby, each of the matters provided for in Article II will occur in accordance with its respective terms;

WHEREAS , the boards of directors, members or partners of the Parties have taken or caused to be taken all corporate, limited liability company and partnership action, as the case may be, required to approve the transactions contemplated by this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms below:

“ Affiliate ” has the meaning assigned to it in the First Amended and Restated Agreement of Limited Partnership of the Partnership

“ Blanco River LP Agreement ” means the Agreement of Limited Partnership Agreement of Blanco River LP, dated as of June 6, 2016.

“ Closing Date ” means the date on which the closing of the Offering occurs.

“ Colorado LP Agreement ” means the Agreement of Limited Partnership of Colorado River LP, dated as of August 20, 2015.

“ Common Units ” has the meaning given such term under the LP Agreement.

“ DE Basin Assets ” has such meaning ascribed to it in Section 2.4 of this Agreement.

“ Deferred Issuance ” has the meaning given such term under the LP Agreement.

“ DevCo LP Interests ” means, collectively, the (i) 20% limited partner interest in Colorado River LP, (ii) 75% limited partner interest in Green River LP, (iii) 95% limited partner interest in

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Gunnison River LP, (iv) 75% limited partner interest in San Juan River LP, and (v) 75% limited partner interest in Blanco River LP, in each case owned by Opco after giving effect to Sections 2.1 through 2.4 , but prior to the consummation of the other transactions contemplated hereby.

“ DevCos ” means, collectively, Colorado River LP, Green River LP, Gunnison River LP, Laramie River LP, San Juan River LP and Blanco River LP.

“ Effective Time ” means 12:01 a.m. Eastern Time on [the Closing Date].

“ Firm Units ” means the [                    ] Common Units to be issued and sold to the Underwriters pursuant to the Underwriting Agreement.

“ Green River LP Agreement ” means the Agreement of Limited Partnership of Green River LP, dated as of August 20, 2015.

“ IDP ” means integrated development plan area.

[“ Incentive Distribution Right ” has the meaning set forth in the LP Agreement.]

“ IPO Proceeds ” has such meaning ascribed to it in Section 2.9 of this Agreement.

“ Laramie River LP Agreement ” means the Agreement of Limited Partnership of Laramie River, dated as of August 20, 2015.

“ LP Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership.

“ Noble Entities ” means Noble and each of its Affiliates.

“ Non-System Pipelines ” means those pipelines that do not comprise a part of the assets contributed to the Partnership or the DevCos, as applicable.

“ Offering ” means the initial offering and sale of Common Units to the public (including the offer and sale of Common Units pursuant to the Over-Allotment Option), as described in the Registration Statement.

[“ Option Period ” means the period from the Closing Date to the date that is thirty days after the Closing Date.]

“ Option Units ” means up to an additional [                    ] Common Units that the Underwriters may purchase from the Partnership pursuant to the Over-Allotment Option

“ Original General Partner Interest ” has the meaning set forth in the LP Agreement.

“ Original Limited Partner Interest ” has the meaning set forth in the LP Agreement.

“ Over-Allotment Option ” means the option granted to the Underwriters by the Partnership pursuant to Section 2 of the Underwriting Agreement.

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“ Real Estate Agreements ” means the easements, rights-of-way, permits, use by special review, surface use agreements, joint use agreements, licenses and other agreements (including agreements that may be in negotiation or in process by a Party and are ultimately executed by a Party) from landowners, lessors, easement holders, governmental authorities, or other parties controlling the surface or subsurface estates of such land.

“ Registration Statement ” means the Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (Registration No. 333-207560), as amended.

“ San Juan River LP Agreement ” means the Agreement of Limited Partnership of San Juan River, dated as of August 20, 2015.

“ Structuring Fee ” has such meaning ascribed to it in Section 2.10 of this Agreement.

“ Transaction Expenses ” has such meaning ascribed to it in Section 2.10 of this Agreement.

“ Underwriters ” means, collectively, each member of the underwriting syndicate named as an underwriter in Schedule I to the Underwriting Agreement.

“ Underwriting Agreement ” means the Underwriting Agreement, dated [            ], by and among NBL Midstream, the Partnership, the General Partner, Opco and Barclays Capital Inc., Robert W. Baird & Co. Incorporated and J.P. Morgan Securities LLC, as representatives of the Underwriters.

ARTICLE II

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

The following transactions set forth in Sections 2.1 through 2.6 shall be completed immediately prior to the Effective Time:

2.1 Contribution of Colorado River Interest . Opco hereby contributes to Colorado River GP all right, title and interest in and to a 5% limited partner interest in Colorado River LP (the “ Colorado River Interest ”) held by Opco, which, notwithstanding any provision of the Colorado River LP Agreement to the contrary, is converted to a general partner interest in Colorado River LP such that after giving effect to this Section 2.1 , Colorado River GP will hold a 80% general partner interest and Opco will hold a 20% limited partner interest in Colorado River LP, and Colorado River GP hereby accepts the rights, title and interest to the Colorado River Interest as a capital contribution.

2.2 Contribution of Green River Interest . Opco hereby contributes to Green River GP all right, title and interest in and to a 15% limited partner interest in Green River LP (the “ Green River Interest ”) held by Opco, which, notwithstanding any provision of the Green River LP Agreement to the contrary, is converted to a general partner interest in Green River LP such that after giving effect to this Section 2.2 , Green River GP will hold a 25% general partner interest and Opco will hold a 75% limited partner interest in Green River LP, and Green River GP hereby accepts the rights, title and interest to the Green River Interest as a capital contribution.

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2.3 Contribution of San Juan Interest . Opco hereby contributes to San Juan River GP all right, title and interest in and to a 20% limited partner interest in San Juan River LP (the “ San Juan River Interest ”) held by Opco, which, notwithstanding any provision of the San Juan River LP Agreement to the contrary, is converted to a general partner interest in San Juan River LP such that after giving effect to this Section 2.3 , San Juan River GP will hold a 25% general partner interest and Opco will hold a 75% limited partner interest in San Juan River LP, and San Juan River GP hereby accepts the rights, title and interest to the Green River Interest as a capital contribution.

2.4 Contribution of Assets to Blanco River LP . Opco hereby contributes to Blanco River LP all right, title and interest in and to Real Estate Agreements related to the Delaware Basin, which Real Estate Agreements are related to crude oil gathering and produced water gathering infrastructure, to the extent that such assets and infrastructure is constructed or operated in the Delaware Basin (collectively, the “ DE Basin Assets ”) (a portion of the DE Basin Assets is being conveyed by Opco on behalf of Blanco River GP such that after giving effect to this Section 2.4 , Blanco River GP will hold a 25% general partner interest and Opco will hold a 75% limited partner interest in Blanco River LP) and Blanco River LP hereby accepts the rights, title and interest to the DE Basin Assets as capital contributions. Notwithstanding any provision of the Blanco River LP Agreement to the contrary, in consideration of the foregoing capital contributions, Blanco River LP hereby issues sufficient partnership interests in Blanco River LP to Opco and Blanco River GP such that following such contributions and issuances, Blanco River GP holds a 25% general partner interest in Blanco River LP and Opco holds a 75% limited partner interest in Blanco River LP and Opco and Blanco River GP shall be bound by the Blanco River LP Agreement and continue as limited partner and general partner, as applicable, with respect to the portion of its respective interest in Blanco River LP.

2.5 Distribution of General Partner, Partnership Limited Partner Interests and DevCo LP Interests . Opco hereby distributes to NBL Midstream (i) its 100% member interest in the General Partner, (ii) its 99% limited partner interest in the Partnership and (iii) the DevCo LP Interests; and NBL Midstream hereby accepts such general partner interest, limited partner interests and DevCo LP Interests, and NBL Midstream shall be bound by the limited liability company agreement of the General Partner, the LP Agreement and the applicable agreement of limited partnership of each of the DevCos, as applicable, and continue as sole member or limited partner with respect to the portion of its respective interest in each such DevCo, as applicable, until the completion of the transactions set forth in Section 2.5 .

Each of the following transactions set forth in Sections 2.6 through 2.10 shall be completed as of the Effective Time in the order set forth herein:

2.6 Redemption of the Original General Partner Interest . The General Partner and NBL Midstream amend and restate the Agreement of Limited Partnership of the Partnership, dated as of December 23, 2014, and, upon the execution of the LP Agreement, dated as of the Closing Date, the General Partner will be issued a non-economic general partner interest in the Partnership. The Partnership hereby redeems the Original General Partner Interest acquired by the General Partner upon formation of the Partnership, and hereby refunds and distributes to the General Partner $20, along with any interest or other profit that resulted from the investment or other use of such initial contribution.

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2.7 Contribution of Opco to the Partnership . NBL Midstream hereby contributes to the Partnership all right, title and interest in and to all of the outstanding limited liability company interests in Opco (the “ Opco Interests ”) in exchange for (a) [                    ] Common Units representing an approximate [    ]% limited partner interest (based on an aggregate of [                    ] Common Units and Subordinated Units to be outstanding after the completion of the Offering) in the Partnership (the “ Sponsor Common Units ”), (b) [                    ] Subordinated Units representing a [    ]% limited partner interest (based on an aggregate of [                    ] Common Units and Subordinated Units to be outstanding after the completion of the Offering) in the Partnership (the “ Sponsor Subordinated Units ”), (c) all of the limited partner interests in the Partnership classified as “Incentive Distribution Rights” under the LP Agreement and (d) the right to receive a cash distribution from the Partnership in the amount of approximately $[        ] million from the net proceeds from the sale of the Firm Units and the Option Units in the Offering, and the Partnership hereby accepts such Opco Interests as a capital contribution from NBL Midstream. Upon NBL Midstream’s contribution of such Opco Interests to the Partnership, (i) the Partnership shall be the sole member of Opco, (ii) NBL Midstream shall and does hereby cease to be a member of Opco and shall thereupon cease to have or exercise any right or power as a member of Opco and (iii) Opco shall be and hereby is continued without dissolution.

2.8 Public Cash Contribution . The Parties acknowledge that, in connection with the Offering, public investors, through the Underwriters, shall make a capital contribution to the Partnership of $[        ] million in cash (the “ IPO Proceeds ”) in exchange for [                    ] Common Units (the “ Firm Units ”) representing an aggregate [    ]% limited partner interest in the Partnership, and new limited partners are being admitted to the Partnership in connection therewith.

2.9 Payment of Transaction Expenses by the Partnership and Distribution of Proceeds by the Partnership . The Parties acknowledge (a) the payment by the Partnership, in connection with the closing of the Offering, of transaction expenses of approximately $[        ] million (the “ Transaction Expenses ”), excluding underwriting discounts of $[        ] in the aggregate but including a structuring fee of [    ]% of the gross proceeds of the Offering payable to certain of the Underwriters (the “ Structuring Fee ”), and (b) the distribution by the Partnership to NBL Midstream of $[        ], and, if applicable, when available, the net proceeds from the exercise of the Underwriters’ Over-Allotment Option.

2.10 Redemption of the Original Limited Partner Interest from the Partnership and Return of Initial Capital Contribution . The Partnership hereby redeems the Original Limited Partner Interest acquired by NBL Midstream in Section 2.5 and hereby refunds and distributes to NBL Midstream $980, made in connection with the formation of the Partnership, along with any interest or other profit that resulted from the investment or other use of such initial contribution.

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ARTICLE III

EXERCISE OF OVER-ALLOTMENT OPTION

If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional [                    ] Common Units representing an aggregate [    ]% limited partner interest in the Partnership (the “ Option Units ”) at the Offering price per Common Unit set forth in the Registration Statement, net of underwriting discounts and the Structuring Fee. Upon any exercise of the Over-Allotment Option, the Partnership will distribute to NBL Midstream any net cash proceeds from the sale of such Option Units. Upon the expiration of the Option Period, any Option Units not purchased by the Underwriters pursuant to the Underwriting Agreement will be issued as a Deferred Issuance to NBL Midstream as part of the contribution transactions described in Section 2.8 .

ARTICLE IV

FURTHER ASSURANCES

From time to time after the date hereof, and without any further consideration, each of the Parties shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement. Without limiting the generality of the foregoing, the Parties acknowledge that the Parties have used their good faith efforts to identify all of the assets contributed to the DevCos and NBLMH as required in connection with this Agreement, including in the recitals hereto. However, due to the age of some of the assets and the difficulties in locating appropriate data with respect to some of the assets, it is possible that assets intended to be contributed ultimately to the DevCos and NBLMH were not identified and therefore are not included in the assets described herein. It is the express intent of the Parties that the DevCos and NBLMH own all assets necessary to operate the assets that are identified in this Agreement, including in the recitals hereto. To the extent that any assets were not identified but are necessary to the operation of the assets that are so identified in this Agreement, including in the recitals hereto, then the intent of the Parties is that all such unidentified assets are intended to be conveyed to the DevCos and NBLMH pursuant to this Agreement. If any such assets are identified at a later date, the Parties shall take all appropriate action required in order to convey such assets to any applicable DevCo or NBLMH. Further, to the extent that any assets that are conveyed to any DevCo or NBLMH hereunder are later identified by the Parties as assets that the Parties did not intend to convey to any DevCo or NBLMH, the Parties shall take all appropriate action required to convey such assets to the appropriate Noble Entity.

Without limiting any liabilities or remedies of the Parties applicable under this Agreement or any other agreements, if and to the extent that the valid, complete and perfected transfer or assignment of any assets by any Party to any other Party or the acquisition of any assets from any Party by any other Party would be a violation of applicable law or require any additional consents, approvals or notifications in connection with the transfer of such that have not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of such assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as

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all legal impediments are removed or such consents, approvals and notifications have been obtained or made. Notwithstanding the foregoing, in such event the Parties shall (a) hold such assets for the benefit of the applicable Party, (b) not transfer or assign such assets, in whole or in part, other than with the prior consent of the intended transferee, and (c) use their respective reasonable best efforts to assure that the intended transferee receives all of the benefits of the assets attempted to have been transferred to such member until such time as the attempted transfer is complete, and the intended transferee shall bear all costs associated with such assets (except costs associated with the attempted transfer or perfecting such transfer, and subject to offset of any benefits of the assets not received by the intended transferee against associated costs incurred by the Parties) as if the transfer had been valid and complete.

ARTICLE V

ORDER OF COMPLETION AND EFFECTIVENESS OF TRANSACTIONS;

LIMITATIONS

5.1 Order of Completion of Transactions . The transactions provided for in Articles II shall be completed in the order and at the times set forth in Articles II .

5.2 Effectiveness of Transactions . Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II shall be operative or have any effect until at least the Effective Time, at which respective time all such applicable provisions shall be effective and operative in accordance with Section 5.1 without further action by any Party.

5.3 Limitations . Distributions made or to be made hereunder shall be subject to the Delaware Partnership Act and the Delaware Limited Liability Company Act, as applicable, notwithstanding any other provision of this Agreement.

ARTICLE VI

MISCELLANEOUS

6.1 Costs . Except for the Transaction Expenses set forth in Section 2.10 , Noble shall pay all expenses, fees and costs, including, but not limited to, all sales, use and similar taxes arising out of the contributions, distributions, conveyances and deliveries to be made under Article II and shall pay all documentary, filing and recording, transfer, deed and conveyance taxes and fees required in connection therewith. In addition, Noble shall be responsible for all costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article IV (to the extent related to any of the contributions, distributions, conveyances and deliveries to be made under Article II ).

6.2 Headings; References; Interpretation . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. All personal pronouns used in this Agreement,

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whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or other words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

6.3 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

6.4 No Third Party Rights . The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

6.5 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

6.6 Applicable Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT.

6.7 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

6.8 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

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6.9 Integration . This Agreement and the instruments referenced herein and in the exhibits attached hereto supersede all previous understandings or agreements among the parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. There are no unwritten oral agreements between the parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or from part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

6.10 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

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IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed as of the date first above written.

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The phrase “Northern Colorado” refers to the East Pony IDP together with the following areas in Weld County, Colorado, covering the following Sections, Townships and Ranges:

Exhibit 10.3

FORM OF

OMNIBUS AGREEMENT

by and between

NOBLE ENERGY, INC.

NOBLE ENERGY SERVICES, INC.

NBL MIDSTREAM, LLC

NOBLE MIDSTREAM SERVICES, LLC

NOBLE MIDSTREAM GP LLC

and

NOBLE MIDSTREAM PARTNERS LP

dated as of

[                ], 2016

TABLE OF CONTENTS

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OMNIBUS AGREEMENT

This OMNIBUS AGREEMENT (as amended, modified, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement ”) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Noble Energy, Inc., a Delaware corporation (“ Noble ”), Noble Energy Services, Inc., a Delaware corporation (“ NESI ”), NBL Midstream, LLC, a Delaware limited liability company (“ NBL Midstream ”), Noble Midstream Services, LLC, a Delaware limited liability company (“ OpCo ”), Noble Midstream GP LLC, a Delaware limited liability company (the “ General Partner ”), and Noble Midstream Partners LP, a Delaware limited partnership (the “ Partnership ” and, together with Noble, NBL Midstream, OpCo and the General Partner, the “ Parties ” and each a “ Party ”).

RECITALS

1. Capitalized terms used in this Agreement are defined in Article I .

2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II , with respect to certain indemnification obligations of the Parties to each other.

3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III , with respect to (i) the amount to be paid by the Partnership for general and administrative services relating to operating the Partnership’s business to be performed by Noble and its Affiliates (including the General Partner) for and on behalf of the Partnership Group, (ii) the reimbursement of expenses incurred by Noble and its Affiliates on behalf of the Partnership Group and (iii) the reimbursement of costs incurred by Noble and its Affiliates on behalf of the Partnership Group for certain transition services.

4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article IV , with respect to the amendment and restatement of the Partnership Group’s right of first refusal to purchase the ROFR Assets and the right of first offer to purchase the ROFO Equity.

5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in  Article V , with respect to the amendment and restatement of the Partnership Group’s right to access and use certain items of real and personal property owned by Noble.

In consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

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“ Acceptance Deadline ” means the First ROFR Asset Acceptance Deadline, the Second ROFR Asset Acceptance Deadline or the ROFR Services Acceptance Deadline, as applicable.

“ Administrative Fee ” is defined in Section 3.2(a) .

“ Affiliate ” is defined in the Partnership Agreement; provided that, for the purposes of this Agreement, any Person that is a Partnership Group Member shall be deemed not an Affiliate of Noble and its Subsidiaries (other than the Partnership Group).

“ Agreement ” is defined in the introductory paragraph of this Agreement.

“ Closing Date ” means the closing date of the Partnership’s IPO.

“ Confidential Information ” means (1) all information contained in (and the existence of) each Services Notice and Disposition Notice and (2) any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a Receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (b) has been furnished or made known to the Receiving Party without any obligation to keep it confidential by a Third Party under circumstances which are not known to the Receiving Party to involve a breach of the Third Party’s obligations to a Party or (c) was developed independently of information furnished or made available to the Receiving Party as contemplated under this Agreement.

“ Contribution Agreement ” means the Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, by and between the General Partner, the Partnership, Noble, NBL Midstream, NBL Midsteam Holdings, LLC and the other Partnership Group Members party thereto, with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

“ Covered Environmental Losses ” is defined in Section 2.1(a) .

“ Covered Property Losses ” is defined in Section 2.2 .

“ Deductible ” is defined in Section 2.5(a) .

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“ Disclosing Party ” is defined in Section 6.1(a) .

“ Disposition Notice ” is defined in Section 4.2(a) .

“ Environmental Laws ” means all federal, state and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereinafter in effect relating to (a) pollution or protection of human health, natural resources, wildlife and the environment or workplace health or safety, including the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq. , the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §§6901 et seq. , the Clean Air Act, as amended, 42 U.S.C. §§7401 et seq. , the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§1251 et seq. , the Toxic Substances Control Act, as amended, 15 U.S.C. §§2601 et seq. , the Oil Pollution Act of 1990, 33 U.S.C. §§2701 et seq. , the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§300f et seq. , the Hazardous Materials Transportation Act of 1994, as amended, 49 U.S.C. §§5101 et seq. , and other environmental conservation and protection laws and the Occupational Safety and Health Act of 1970, 29 U.S.C. §§651 et seq. , and the regulations promulgated pursuant thereto, and any state or local counterparts, each as amended from time to time and (b) the generation, manufacture, processing, distribution, use, treatment, storage, transport or handling of any Hazardous Substances.

“ Environmental Permit ” means any permit, approval, identification number, license, registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law, including applications for renewal of such permits in which the application allows for continued operation under the terms of an expired permit.

“ First ROFR Asset Acceptance Deadline ” is defined in Section 4.2(a) .

“ General and Administrative Services ” is defined in Section 3.1(a) .

“ General Partner ” is defined in the introductory paragraph of this Agreement.

“ Governmental Authority ” means any federal, state, tribal, foreign or local governmental entity, authority, department, court or agency, including any political subdivision thereof, exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, and including any arbitrating body, commission or quasi-governmental authority or self-regulating organization of competent authority exercising or enlisted to exercise similar power or authority.

“ Hazardous Substance ” means (a) any substance, whether solid, liquid, gaseous, semi-solid, or any combination thereof, that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and including asbestos and lead-containing paints or coatings, radioactive materials, polychlorinated biphenyls and greenhouse gases and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons.

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“ Identification Deadline ” means the third anniversary of the Closing Date.

“ Indemnified Party ” means the Party entitled to indemnification in accordance with Article II .

“ Indemnifying Party ” means the Party from whom indemnification may be sought in accordance with Article II .

“ IPO ” means the initial public offering of common units representing limited partner interests in the Partnership.

“ Limited Partner ” is defined in the Partnership Agreement.

“ Losses ” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent.

“ Mediation Notice ” is defined in Section 6.2(b) .

“ NBL Midstream ” is defined in the introductory paragraph of this Agreement.

“ NEI Invoice Delivery Date ” is defined in Section 3.2(d)(i) .

“ N oble Energy Group ” means Noble and all of its Subsidiaries (other than the General Partner and the Partnership Group).

“ Noble Energy Group Member ” means any member of the Noble Energy Group.

“ Offer Price ” is defined in Section   4.2(a) .

“ OpCo ” is defined in the introductory paragraph of this Agreement.

“ Operational Services and Secondment Agreement ” means that certain Operational Services Agreement, dated as of the Closing Date, by and among the Partnership, the General Partner, Noble, NESI and the other Persons party thereto from time to time, as such agreement may be amended, supplemented or restated from time to time.

“ Original Lease ” is defined in Section 2.3(c) .

“ Partnership ” is defined in the introductory paragraph of this Agreement.

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“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the Closing Date, as it may be amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

“ Partnership Assets ” means all assets, or portions thereof, conveyed, contributed or otherwise Transferred or intended to be conveyed, contributed or otherwise Transferred pursuant to the Contribution Agreement to any Partnership Group Member, or owned by, leased by or necessary for the operation of the business, properties or assets of any Partnership Group Member as of the Closing Date.

“ Partnership Change of Control ” means Noble ceases to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the General Partner, whether through ownership of voting securities, by contract or otherwise.

“ Partnership Group ” means the Partnership and its consolidated Subsidiaries.

“ Partnership Group Member ” means any member of the Partnership Group.

“ Partnership Invoice Payment Date ” is defined in Section 3.2(d)(ii) .

“ Partnership Interest ” is defined in the Partnership Agreement.

“ Partnership Parties ” has the meaning given to such term in the Operational Services and Secondment Agreement.

“ Party ” and “ Parties ” are defined in the introductory paragraph of this Agreement.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Property Access Rights ” means the access rights of the Partnership Group on certain real and personal property retained by Noble following the consummation of the IPO, such real and personal property set forth on Schedule E .

“ Proposed Provider ” is defined in Section 4.2(b) .

“ Proposed ROFO Transaction ” is defined in Section 4.4(a).

“ Proposed Service Acreage ” is defined in Section 4.2(b) .

“ Proposed Services ” is defined in Section 4.2(b) .

“ Proposed Transferee ” is defined in Section 4.2(a) .

“ Receiving Party ” is defined in Section 6.1(a) .

“ Registration Statement ” means the Registration Statement on Form S-1 (File No. 333-207560) filed by the Partnership and relating to the IPO.

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“ Remaining Vendor Contracts ” means each contract between a Noble Energy Group Member and a Third Party vendor of goods or services that (i) is used or useful in connection with the Partnership Group’s assets and the services provided under the Revenue Agreements and (ii) has not prior to the Closing Date been amended, assigned or otherwise modified to cause a Partnership Group Member to be a party to such contract with the applicable vendor.

“ Representative ” is defined in Section 6.1(a) .

“ Retained Assets ” means all assets, or portions thereof owned by any of the members of the Noble Energy Group that were not directly or indirectly conveyed, contributed or otherwise Transferred to the Partnership Group in connection with the IPO.

“ Revenue Agreement ” means, collectively, the following, as the same may be amended, amended and restated, supplemented or otherwise modified, including by the entry into new or additional Agreement Addenda in respect of any of the following:

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“ Rights Termination Date ” means the earliest to occur of (a) fifteen years following the Closing Date, (b) a Partnership Change of Control or (c) a termination of this Agreement pursuant to Section 6.4 .

“ ROFO Equity ” means any equity interests that a Noble Energy Group Member holds in a Subsidiary of the Partnership. For the avoidance of doubt, as of the date of this Agreement, all ROFO Equity is held by NBL Midstream.

“ ROFO Notice ” is defined in Section 4.4(a).

“ ROFO Response ” is defined in Section 4.4(a).

“ ROFR Acreage ” means, with respect to oil and gas assets, (i) all leasehold acreage and fee acreage currently owned by Noble Energy Group in the areas of Dimmit, Reeves and Webb Counties, Texas to the extent described on Schedule A , (ii) all leasehold acreage and fee acreage currently owned by Noble Energy Group in Weld County, Colorado and the Utica Shale in Pennsylvania and West Virginia and (iii) all leasehold acreage and fee acreage in the future acquired by Noble Energy Group onshore in the continental United States of America outside of the Marcellus Shale in the northeastern United States; provided that any acreage specifically released in a written instrument signed by the Partnership subsequent to the date hereof are excluded from the definition of ROFR Acreage.

“ ROFR Assets ” means the ownership interests of a Noble Energy Group Member in any assets currently owned or in the future developed or acquired that satisfy all of the following criterion: such assets are (i) owned by a Noble Energy Group Member at the time of the proposed Transfer for the purpose of providing ROFR Services, (ii) are located on ROFR Acreage, (iii) not used by any Noble Energy Group Member at the time of the proposed Transfer to provide services to or with respect to production from the Marcellus formation and (iv) are of a type that are useful in the provision of ROFR Services.

“ ROFR Notice ” means a Disposition Notice or a Services Notice, as applicable.

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“ ROFR Services ” means (1) those midstream services that are of the type covered by a Revenue Agreement, as of the Closing Date, which, for the avoidance of doubt, include oil gathering, gas gathering, produced water services, fresh water services and oil treating and (2) services of a type provided at gas processing plants and LNG facilities.

“ ROFR Services Acceptance Deadline ” is defined in Section 4.2(b) .

“ Sale Assets ” is defined in Section 4.2(a) .

“ Second ROFR Asset Acceptance Deadline ” is defined in Section   4.2(a) .

“ Service Rate ” is defined in Section   4.2(b) .

“ Services Contract ” is defined in Section   4.2(b) .

“ Services Notice ” is defined in Section   4.2(b) .

“ Subsidiary ” is defined in the Partnership Agreement.

“ Third Party ” means a Person that is not a Partnership Group Member, and additionally, for the purposes of Article IV , a Person that is not a Noble Energy Group Member.

“ Transfer ” including the correlative terms “ Transferring ” or “ Transferred ” means (i) any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) and (ii) any dedication of services and any commitment or similar contractual arrangement that would have the effect of excluding the Partnership from the opportunity to provide the applicable services. For the avoidance of doubt, a Transfer of equity interests in an entity that holds a ROFR Asset shall constitute a Transfer.

“ Wells Ranch CGF Indemnity ” is defined in Section 2.3(c) .

“ Wells Ranch CGF Surface Lease ” is defined in Section 2.3(c) .

1.2 Rules of Construction . Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

(a) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(b) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) A reference to any Party to this Agreement or another agreement or document includes such Party’s successors and assigns.

(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection and schedule references are to this Agreement unless otherwise specified.

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(e) The words “including,” “include,” “includes” and all variations thereof shall mean “including without limitation.”

(f) The word “or” shall have the inclusive meaning represented by the phrase “and/or.”

(g) The words “shall” and “will” have equal force and effect.

(h) The schedules identified in this Agreement are incorporated herein by reference and made a part of this Agreement.

(i) References to “$” or to “dollars” shall mean the lawful currency of the United States of America.

ARTICLE II

INDEMNIFICATION

2.1 Environmental Indemnification .

(a) To the fullest extent permitted by law, Noble shall indemnify, defend and hold harmless each Partnership Group Member from and against any Losses suffered or incurred by such Partnership Group Member, directly or indirectly, by reason of or arising out of:

(i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Partnership Assets prior to the Closing Date;

(ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Partnership Assets as in effect prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or the release of Hazardous Substances generated by operation of the Partnership Assets at locations not constituting Partnership Assets), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and

(iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date;

provided ,  however , that with respect to any violation of Environmental Laws subject to  Section 2.1(a)(i)  or any environmental event, condition or matter subject to  Section 2.1(a)(ii) , Noble will

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be obligated to indemnify such Partnership Group Member only to the extent that such violation or environmental event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (y) Noble is notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Noble shall have no indemnification obligations under  Sections 2.1(a)(i)  and  2.1(a)(ii)  with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this  Section 2.1(a)(i)  are referred to collectively as “ Covered Environmental Losses .”

(b) To the fullest extent permitted by law, the Partnership shall indemnify, defend and hold harmless the Noble Energy Group from and against any Losses suffered or incurred by such Partnership Group Member, directly or indirectly, by reason of or arising out of:

(i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Partnership Assets occurring on or after the Closing Date; and

(ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Partnership Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or the release of Hazardous Substances generated by operation of the Partnership Assets at locations not constituting Partnership Assets), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws as in effect on or after the Closing Date and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date;

and regardless of whether such violation included under  Section 2.1(b)(i)  or such environmental event, condition or matter included under Section 2.1(b)(ii)  occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Deductible).

2.2 Right-of-Way Indemnification. Noble shall indemnify, defend and hold harmless each Partnership Group Member from and against any Losses suffered or incurred by such Partnership Group Member by reason of or arising out of the following (“ Covered Property Losses ”):

(a) the failure of such Partnership Group Member to hold valid and indefeasible rights granted under surface use agreements, rights-of-way, surface leases, other easement rights or other real property interests in and to the lands on which any of the Partnership Assets conveyed or contributed to such Partnership Group Member on the Closing Date is located as described in the Registration Statement, and such failure (i) renders such Partnership Group Member liable to a Third Party or unable to use or operate the Partnership Assets in substantially

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the same manner that the Partnership Assets were used and operated by Noble immediately prior to the Closing Date or (ii) renders such Partnership Group Member unable to use the applicable real property interest for its intended purpose;

(b) the failure of such Partnership Group Member to have the consents, licenses and permits necessary to allow (i) any pipeline included in the Partnership Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date or (ii) the Transfer of any of the Partnership Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a Third Party or unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were used and operated as described in the Registration Statement; and

(c) the cost of curing any condition set forth in  Section 2.2(a)  or  (b)  that does not allow any Partnership Assets to be operated in accordance with prudent industry practice;

provided, however , in each case, to the extent Noble is notified in writing of any of the foregoing prior to the Identification Deadline and in each case other than in respect of which the Partnership has indemnified Noble for the Wells Ranch CGF Indemnity.

2.3 A dditional Indemnification.

(a) In addition to and not in limitation of the indemnification provided under Section 2.1(a) and Section 2.2, to the fullest extent permitted by law, Noble shall indemnify, defend and hold harmless each Partnership Group Member from and against any Losses suffered or incurred by such Partnership Group Member by reason of or arising out of:

(i) (A) the consummation of the transactions contemplated by the Contribution Agreement or (B) events and conditions associated with the ownership or operation of the Partnership Assets and with respect to this subsection (B) only, occurring before the Closing Date (other than Covered Environmental Losses which are provided for under  Section 2.1 and Covered Property Losses which are provided for under Section 2.2 );

(ii) any litigation matters attributable to the ownership or operation of the Partnership Assets prior to the Closing Date and any obligations arising out of incidents or events related to fire, explosion or other similar extraordinary event on or near the Partnership Assets prior to the Closing Date;

(iii) events and conditions associated with the Retained Assets, whether occurring before, on or after the Closing Date;

(iv) all federal, state and local Tax liabilities attributable to the ownership or operation of the Partnership Assets on or prior to the Closing Date, including under Treasury Regulation Section 1.1502-6, as it may be amended (or any similar provision of state or local law), and any such Tax liabilities that may result from the consummation of the transactions contemplated by the Contribution Agreement; and

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(v) the failure of any Partnership Group Member to have on the Closing Date any consent, license, permit or approval necessary to allow such Partnership Group Member to own or operate the Partnership Assets in substantially the same manner that the Partnership Assets were owned or operated immediately prior to the Closing Date.

(b) The Partnership shall indemnify, defend and hold harmless Noble Energy Group from and against any Losses suffered or incurred by any Noble Energy Group Member by reason of or arising out of events and conditions to the extent associated with the ownership or operation of the Partnership Assets and to the extent occurring after the Closing Date (other than Covered Environmental Losses which are provided for under  Section 2.2(a)  and Losses for which the Partnership is indemnifying Noble under  Section 2.1(b) ), unless such indemnification would not be permitted by any Partnership Group Member under the Partnership Agreement.

(c) The Partnership shall indemnify, defend and hold harmless the Noble Energy Group from and against any Losses suffered or incurred by any Noble Energy Group Member by reason of or arising out of events and conditions, regardless of whether occurring prior to or following the Closing Date (the “ Wells Ranch CGF Indemnity ”), to the extent associated with the Surface Lease, dated as of May 18, 2012, by and between Noble, Wells Ranch, LLLP and the other persons named as “Owners” thereunder, covering approximately 61 acres in Weld County, Colorado (the “ Original Lease ”), as assigned, amended or otherwise modified by that certain Partial Assignment of Surface Lease with Wattenberg Holding, LLC, dated October 22, 2012, pursuant to which a portion of Noble’s interest in the Surface Lease was assigned to such assignee, as further assigned, amended or otherwise modified by that certain Amendment to Surface Lease, dated June 18, 2013, pursuant to which certain payment terms appearing in the Surface Lease were modified, as further assigned, amended or otherwise modified by that certain First Amendment to Surface Lease, dated July 3, 2013, pursuant to which certain terms of the Surface Lease were modified, as further assigned, amended or otherwise modified by that certain Amendment 03 to Surface Lease, dated effective as of January 1, 2015, pursuant to which OpCo became a party to the Original Lease (such Original Lease, and all amendments prior to the date hereof and as such Original Lease may be further assigned, amended or otherwise modified from time to time, the “ Wells Ranch CGF Surface Lease ”). In consideration of this Wells Ranch CGF Indemnity, Noble hereby agrees that it will not sell, assign, transfer or otherwise modify the Wells Ranch CGF Surface Lease from and after the date hereof without the prior written consent of OpCo.

(d) The Partnership shall indemnify, defend and hold harmless the Noble Energy Group from and against any Losses suffered or incurred by any Noble Energy Group Member by reason of or arising out of events and conditions associated with the Partnership’s exercise of the Property Access Rights.

2.4 Indemnification Procedures .

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article II , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

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(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II , including the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however , that no such settlement for only the payment of money shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such claim; provided, further , that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld.

(c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article II , including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims ( provided , that the Indemnified Party has an opportunity to review the use of its name and does not reasonably object to such use), the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however , that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4 . The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article II ; provided, however , that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder.

(d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

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2.5 Limitations Regarding Indemnification .

(a) Noble shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group exceeds $500,000 (the “ Deductible ”), in the aggregate for all types of Losses, at which time Noble shall be obligated to indemnify the Partnership Group for the amount of such Losses in excess of the Deductible.

(b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this  Article II , and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists.

(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

2.6 Exclusive Remedy . Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing Date, Section 2.1 , Section 2.2 and Section 2.3 contain the Parties’ exclusive remedy against each other with respect to breaches of the covenants of the Parties set forth in Article II . Except for (a) the remedies contained in Section 2.1 , Section 2.2 and Section 2.3 , (b) any other remedies available to the Parties at law or in equity for breaches of provisions of this Agreement other than Article II and (c) the remedies available at law or in equity in connection with any other document delivered by a Party in connection with the transactions contemplated hereby (including pursuant to the Contribution Agreement), from and after the Closing Date, to the fullest extent permitted by applicable law each of the Parties releases, remises and forever discharges the other and its Affiliates and all such Persons’ equity holders, partners, members, officers, directors, employees, agents, advisors and representatives from any and all Losses in law or in equity, known or unknown, which such Parties might now or subsequently may have, based on, relating to or arising out of this Agreement or the transactions contemplated hereby.

ARTICLE III

SERVICES; REIMBURSEMENT

3.1 General and Administrative Services .

(a) Noble agrees to provide, and agrees to cause its Affiliates to provide, to the General Partner, for the Partnership Group’s benefit, the centralized general and administrative services that Noble and its Affiliates have traditionally provided in connection with the ownership and operation of the Partnership Assets, which consist of the services set forth on Schedule B (the “ General and Administrative Services ”).

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(b) Absent the written agreement of the Parties to the contrary, the Parties agree that the General and Administrative Services will be received by the General Partner, for the benefit of the Partnership Group, at the places of business of the General Partner and its subsidiaries.

(c) The Parties acknowledge that the Administrative Fee, together with the other costs and expenses of the General and Administrative Services described herein, will be allocated among the Partnership Group Members (which for the avoidance of doubt, includes each of the Subsidiaries of the Partnership that own the real property interests and physical assets of the Partnership Group Members) based on any reasonable allocation methodology as determined by the General Partner.

(d) For the avoidance of doubt, the General and Administrative Services provided by Noble pursuant to this  Article III  will be in addition to, and not in duplication of, the services that will be provided to the Partnership Parties by Noble and NESI under the Operational Services and Secondment Agreement and the functions performed by the employees seconded to the Partnership Parties under the Operational Services and Secondment Agreement, and neither Noble nor NESI shall not be entitled to reimbursement under this Agreement for any costs or expenses for which Noble or NESI is entitled to payment or reimbursement under the Operational Services and Secondment Agreement.

3.2 Administrative Fee .

(a) As consideration for Noble’s and its Affiliates’ provision of the General and Administrative Services, the Partnership Group will pay to Noble an annual flat fee that will initially be equal to $6,850,000 per year (and prorated for the portion of year following the consummation of the IPO) (the “ Administrative Fee ”), which will be payable in monthly installments. The Parties acknowledge that the fixed fee reflects the costs expected to be incurred by Noble and its Affiliates in providing the General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section   3.3 below). The Parties further acknowledge and agree that it is the intent of the Parties that the General and Administrative Services be provided based on an arm’s-length standard and that the Administrative Fee is intended to reflect such standard. For the avoidance of doubt, the Parties further acknowledge and agree that the Administrative Fee will cover the fully burdened cost of the General and Administrative Services provided by Noble and its Affiliates to the Partnership Group, as well as any third-party costs actually incurred by Noble and its Affiliates on behalf of the Partnership Group in providing such General and Administrative Services (other than those costs for which Noble and its Affiliates are entitled to reimbursement pursuant to Section   3.3 ), including all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the General and Administrative Services provided by Noble and its Affiliates to the Partnership Group pursuant to Section   3.1 .

(b) If any officer of the General Partner is not covered by the amount paid under the Operational Services and Secondment Agreement, then the Partnership Group shall be allocated an amount in consideration for the services of such employees of Noble Energy Group in their capacities as officers of the General Partner and the Partnership Group Members and such allocated amount shall be included in the Administrative Fee.

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(c) Concurrently with the annual rate redetermination process under the Revenue Agreements, Noble shall submit to the Board of Directors of the General Partner its good faith estimate of the cost of the General and Administrative Services to be provided to the Partnership Group for the coming 12-month period, which may be adjusted to reflect, among other things, the contribution, acquisition or disposition of assets to or by the Partnership Group or to reflect any change in the cost of providing General and Administrative Services to the Partnership Group due to changes in any law, rule or regulation applicable to Noble and its Affiliates or the Partnership Group, including any interpretation of such laws, rules or regulations. The Board of Directors of the General Partner shall review the proposed Administrative Fee and shall submit any disputes to Noble as promptly as reasonably practicable. If Noble and the Board of Directors of the General Partner are unable to agree on the Administrative Fee for any year, Noble and the Partnership shall submit the proposed Administrative Fee and supporting documentation to an independent auditing firm for review, and the determination of the independent auditing firm with respect to all items included in the Administrative Fee shall be binding on Noble and the Partnership. Notwithstanding anything contained herein to the contrary, the Administrative Fee shall not be increased until after the third anniversary of the Closing Date.

(d) The Administrative Fee shall be invoiced and paid as follows:

(i) Within 20 days following the end of each month (or the next succeeding business day) beginning with the first full month after the Closing Date and continuing through the termination of this Agreement pursuant to Section 6.4 (the “ NEI Invoice Delivery Date ”), Noble will submit to the Partnership Group an invoice of the amounts due for such month for the Administrative Fee. Each invoice will be as detailed as the General Partner may require, acting reasonably, including (if requested) support of amounts set forth in the invoice and such other supporting detail as requested.

(ii) The Partnership Group will pay the Administrative Fee within 10 days after the receipt of the invoice therefor (the “ Partnership Invoice Payment Date ”). The Partnership Group shall not offset any amounts owing to it by Noble or any of its Affiliates against the Administrative Fee payable hereunder.

3.3 Reimbursement of General and Administrative Expenses.  In addition to the Administrative Fee payable under Section   3.2 , to the extent that Noble and its Affiliates incur direct third-party expenses for the exclusive benefit of the Partnership Group, the Partnership Group will reimburse Noble and its Affiliates for such additional out-of-pocket costs and expenses actually incurred (so long as such amounts are invoiced within three months of incurrence).

3.4 Transition Services. Following the consummation of the IPO, Noble shall use commercially reasonable efforts to amend, assign or otherwise modify the Remaining Vendor Contracts such that a Partnership Group Member is directly contracting with the applicable Third Party vendor under such Remaining Vendor Contracts. Until such time as Noble is able to enter

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into the amendments referenced in the foregoing sentence, Noble shall make payments to the vendors under the Remaining Vendor Contracts, and the Partnership shall reimburse Noble for any such payments made on its behalf. Noble shall provide an invoice to OpCo of all payments made pursuant to the Remaining Vendor Contracts by the NEI Invoice Delivery Date for the applicable month, and OpCo shall reimburse Noble for all such payments on or before the Partnership Invoice Payment Date for the applicable month.

ARTICLE IV

RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER

4.1 Right of First Refusal to Purchase Certain Assets .

(a) Beginning on the date hereof and terminating on the Rights Termination Date, Noble hereby grants to the Partnership a right of first refusal on (i) any proposed Transfer of any ROFR Assets by any Noble Energy Group Member (other than a grant of a security interest to a bona fide third-party lender or a Transfer to any Noble Energy Group Member; provided that such Noble Energy Group Member shall remain bound by this Section 4.1(a) with respect to the ROFR Assets); and (ii) the provision of ROFR Services to any Noble Energy Group Member on the ROFR Acreage.

(b) The Parties acknowledge that all potential Transfers of ROFR Assets pursuant to this Section 4.1 are subject to obtaining any and all required written consents of Third Parties, including Governmental Authorities.

(c) The Partnership shall have the right, in its sole discretion, to assign its rights under this Section   4.1 to any Affiliate of the Partnership.

4.2 ROFR Procedures and Exceptions.

(a) Asset Sale Procedures.   The following sets forth the procedure for Noble to undertake to honor the right of first refusal with respect to the ROFR Assets. Noble’s actions described in this Section 4.2(a) shall be taken by Noble, or Noble shall cause the applicable Noble Energy Group Member to take such actions.

(i) If Noble proposes to Transfer one or more ROFR Assets to any Third Party, then Noble shall promptly give written notice (a “ Disposition Notice ”) thereof to the Partnership. The Disposition Notice shall set forth the following information in respect of the proposed Transfer: (1) the name and address of any prospective acquirors (collectively, the “ Proposed Transferee ”), (2) the ROFR Assets subject to the Disposition Notice (the “ Sale Assets ”), (3) the purchase price offered by such Proposed Transferee or, if no Proposed Transferee has been identified, a commercially reasonable price in the opinion of Noble, in either case including any non-cash consideration (either price described in this clause (3), the “ Offer Price ”), (4) reasonable detail concerning any non-cash portion of the Offer Price, if any, to allow the Partnership to reasonably determine the fair market value of such non-cash consideration, and a statement of the estimate of the fair market value of any non-cash consideration in the opinion of Noble (such term in this Section 4.2 to refer, collectively, to both Noble and the Noble Energy Group Member Transferring the applicable ROFR Asset), and (5) all other material terms

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and conditions of the Transfer that are then known to Noble and its Affiliates. To the extent a Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration.

(ii) The Partnership will provide written notice of either (1) its intent to dispute the Offer Price, as provided in Section 4.2(a)(iii) below or (2) its decision regarding the exercise or non-exercise of its right of first refusal to purchase the Sale Assets within 60 days after its receipt of the Disposition Notice (the “ First ROFR Asset Acceptance Deadline ”). Failure to provide such notice on or prior to the First ROFR Asset Acceptance Deadline shall be deemed to constitute an affirmative decision not to purchase the Sale Assets.

(iii) In the event (1) the Offer Price contains non-cash consideration and the Partnership’s determination of the fair market value of such non-cash consideration described in the Disposition Notice (to be determined by the Partnership on or prior to the First ROFR Asset Acceptance Deadline) is less than the fair market value of such consideration as determined by Noble in the Disposition Notice and (2) the Partnership and Noble are unable to mutually agree upon the fair market value of such non-cash consideration on or prior to the date that is 15 days after the First ROFR Asset Acceptance Deadline, Noble and the Partnership shall engage a mutually agreed upon valuation firm to determine the fair market value of the non-cash consideration. If the Partnership and Noble do not agree on the appointment of such valuation firm, each of the Partnership and Noble shall appoint an independent third party and shall instruct such third party, together with the independent third party appointed by the other Party, to select a valuation firm to perform the valuation hereunder. Such valuation firm shall be instructed to notify the Partnership and Noble of its decision within 30 days after all material information is submitted thereto, which decision shall be final and binding. The fees of the valuation firm will be split equally between Noble and the Partnership. The Partnership will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets to Noble within 15 days after the valuation firm has submitted its determination (the “ Second ROFR Asset Acceptance Deadline ”). Failure to provide such notice on or prior to the Second ROFR Asset Acceptance Deadline shall be deemed to constitute an affirmative decision by the Partnership not to purchase the Sale Assets, subject to Section 4.2(f) .

(iv) If the Partnership fails to exercise a right during any applicable period set forth in this Section 4.2(a) , the Partnership shall be deemed to have waived its right with respect to such proposed disposition of the Sale Assets (subject to Section 4.2(f)) , but such waiver shall not extend to any ROFR Assets that were not Sale Assets.

(b) Services Procedures . The following sets forth the procedure for Noble to undertake to honor the right of first refusal with respect to ROFR Services. Noble’s actions described in this Section 4.2(b) shall be taken by Noble or Noble shall cause the applicable Noble Energy Group Member to take such actions.

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(i) If a Noble Energy Group Member proposes to (x) contract with any Third Party for the provision of ROFR Services to such Noble Energy Group Member on specified acreage that is ROFR Acreage or (y) continue, extend or renew any existing contract other than a Revenue Agreement for the provision of ROFR Services to such Noble Energy Group Member on acreage that is ROFR Acreage (either contract described in clauses (x) or (y), a “ Services Contract ”), then Noble shall promptly give written notice (a “ Services Notice ”) thereof to the Partnership. The Services Notice shall set forth the following information in respect of the Services Contract: (1) the name and address of any prospective provider of ROFR Services (collectively, the “ Proposed Provider ”), (2) a detailed description of the services subject to the Services Notice (the “ Proposed Services ”), (3) the rate proposed to be charged by such Proposed Provider or, if no Proposed Provider has been identified, a commercially reasonable price in the opinion of the Noble Energy Group (either price described in this clause (3), the “ Service Rate ”), (4) a description of the area in which the Proposed Services are required (the “ Proposed Service Acreage ”), (5) the in-service date required by the applicable Noble Energy Group Member, (6) reasonable detail of any required capital commitments or the build costs to acquire or build any assets necessary to provide the Proposed Services that have been proposed by the Proposed Provider, or, if no Proposed Provider has been identified, commercially reasonable capital commitments or build costs to acquire or build any assets necessary to provide the Proposed Services in the opinion of the Noble Energy Group; and (7) all other material terms and conditions that have been negotiated between such Noble Energy Group Member and such Proposed Provider, or, if no Proposed Provider has been identified, any other commercially reasonable terms and conditions in the opinion of the Noble Energy Group.

(ii) The Partnership will provide written notice of its decision regarding the exercise or non-exercise of its right of first refusal to provide the Proposed Services within 60 days after its receipt of the Services Notice (the “ ROFR Services Acceptance Deadline ”). Failure to provide such notice prior to the ROFR Services Acceptance Deadline shall be deemed to constitute an affirmative decision not to provide the Proposed Services with respect to the Proposed Service Acreage, subject to Section 4.2(f) .

(iii) If the Partnership fails to exercise a right during any applicable period set forth in this Section 4.2(b), the Partnership shall be deemed to have waived its rights to provide the Proposed Services on the Proposed Service Acreage (subject to Section 4.2(f) ), but such waiver shall not extend to ROFR Services that were not described in the Services Notice and shall not extend to ROFR Acreage that was not included in the Proposed Service Acreage.

(c) If the Partnership chooses to exercise its right of first refusal under Section 4.2(a) , the Partnership and Noble shall enter into a definitive agreement for the purchase of the Sale Assets, which shall include the relevant terms included in the Disposition Notice and other reasonable and customary closing terms and conditions, including the following:

(i) with respect to any Sale Assets, the Partnership will agree to deliver cash for the Offer Price (unless the Partnership and Noble agree that consideration will be paid by means of non-cash consideration);

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(ii) Noble will represent that it has good and indefeasible title to the Sale Assets, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the Sale Assets, plus any other such matters as the Partnership may approve, which approval will not be unreasonably withheld. If the Partnership desires to obtain any title insurance with respect to the Sale Assets, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by the Partnership;

(iii) Noble will grant to the Partnership the right, exercisable at the Partnership’s risk and expense, to make such surveys, tests and inspections of the Sale Assets, and perform other diligence with respect to the Sale Assets, as the Partnership may deem desirable, so long as such surveys, tests, inspections or diligence do not damage the Sale Assets or interfere with the activities of Noble and its Affiliates (other than the Partnership Group) thereon and so long as the Partnership has furnished Noble with evidence that adequate liability insurance is in full force and effect;

(iv) The Partnership will have the right to terminate its obligation to purchase the Sale Assets under this Article if the results of any searches, surveys, tests, inspections or diligence conducted pursuant to Section 4.2(c)(ii) or Section 4.2(c)(iii) above are, in the reasonable opinion of the Partnership, unsatisfactory;

(v) the closing date for the purchase of the Sale Assets shall occur no later than 120 days following receipt by Noble of written notice by the Partnership of its intention to exercise its option to purchase the Sale Assets pursuant to Section 4.2(a) ;

(vi) Noble shall execute, have acknowledged and deliver to the Partnership a special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Sale Assets constituting real property interests, conveying such Sale Assets to the Partnership free and clear of all encumbrances created by Noble and its Affiliates other than those set forth in Section 4.2(c)(ii) above;

(vii) Noble shall execute, have acknowledged and deliver to the Partnership a bill of sale and any other documents reasonably requested by the Partnership on the closing date for the purchase of the Sale Assets other than real property interests, conveying such Sale Assets to the Partnership free and clear of all encumbrances created by Noble and its Affiliates other than those set forth in Section 4.2(c)(ii) above; and

(viii) neither Noble nor the Partnership shall have any obligation to sell or buy the Sale Assets if any of the material consents referred to in Section 4.1(b) have not been obtained.

(d) If the Partnership chooses to exercise its right of first refusal under Section 4.2(b) , the Partnership and Noble shall enter into a definitive agreement for the provision of the Proposed Services on the Proposed Service Acreage on the terms described in the Services Notice provided in accordance with Section 4.2(b) .

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(e) Noble and the Partnership shall cooperate in good faith in obtaining all necessary approvals, waivers and consents from Third Parties, including Governmental Authorities, required in connection with the exercise of the Partnership’s rights under this Article IV .

(f) If (i) the Transfer to any Third Party of any Sale Assets is not consummated on terms substantially similar to the terms set forth in the Disposition Notice or (ii) the entry into a definitive agreement providing for the provision of Proposed Services by a Third Party has not occurred on terms substantially similar to the terms set forth in the Services Notice, in each case within the later of (A) 120 days after the last applicable Acceptance Deadline, and (B) 10 days after the satisfaction of all approval or filing requirements with Governmental Authorities, if any, the ROFR Notice shall be deemed to lapse, and no member of the Noble Energy Group may Transfer any of the Sale Assets or contract with a Third Party to provide the Proposed Services, as applicable, described in the ROFR Notice without complying again with the provisions of this Article IV , and any purported Transfer to such Third Party or contract for Proposed Services with a Third Party not in compliance with this Article IV shall be null and void.

(g) If, after the Partnership has waived its rights pursuant to this Article IV or has allowed an Acceptance Deadline to lapse without the exercise of its rights pursuant to this Article IV , any Noble Energy Group Member proposes to Transfer Sale Assets to a Third Party or contract for the provision of Proposed Services by a Third Party, and such transaction is proposed on terms materially more favorable to such Third Party than those set forth in the applicable ROFR Notice, such ROFR Notice shall be deemed ineffective, and no member of the Noble Energy Group may effect such Transfer of Sale Assets or contract for such provision of Proposed Services, as applicable, without complying again with the provisions of this Article IV .

(h) Notwithstanding anything provided herein, the Noble Energy Group shall be allowed to comply with all preexisting dedications, preferential transfer rights, rights of first refusal (or similar encumbrance) and contracts for service that are in existence on the date that this Agreement becomes effective and on the date that the applicable acreage or asset is acquired by Noble Energy Group (so long as such dedication or contract was not entered into in contemplation of such acquisition). For the avoidance of doubt, to the extent a preexisting encumbrance in favor of a Beneficiary Prohibits Noble from obtaining the applicable ROFR Service from an “affiliate” or Transferring the applicable ROFR Asset to an “affiliate”, Noble may enter into a Services Contract or applicable Transfer documentation without offering the applicable opportunity to the Partnership Group. As used in this paragraph:

(i) “ Beneficiary ” refers to a Person that is not a Noble Energy Group Member or an Partnership Group Member that is the beneficiary of an encumbrance granted by a Noble Energy Group Member;

(ii) “ Prohibit ” includes: (x) an express prohibition, (y) requirements that would cause Noble to be in default of a preexisting encumbrance if Noble contracted with an “affiliate”, and (z) requirements that would cause Noble to lose any material benefit of the applicable encumbrance as a result of contracting with an “affiliate”;

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(iii) an “ affiliate ” of Noble shall include the Partnership Group Members so long as the Beneficiary would consider the Partnership Group Members to be “affiliates”; and

(iv) an example of a “ loss of material benefit ” includes: a situation where a preexisting right of first refusal would permit Noble to contract with an unaffiliated third party but such right of first refusal would convert to a dedication in favor of the Beneficiary in the event that Noble attempted to contract with an “affiliate”.

(i) Each of the applicable Noble Energy Group Member and the Partnership shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary to effectuate the consummation of any transactions between a Noble Energy Group Member and a Partnership Group Member contemplated by this Section   4.2, including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, and consents required in connection therewith.

4.3 Right of First Offer.

(a) Noble, on behalf of itself and the Noble Energy Group, hereby grants to the Partnership Group a right of first offer, exercisable at any time prior to the Rights Termination Date, to purchase all or any part of the ROFO Equity to the extent that Noble proposes to Transfer all or any part of any ROFO Equity; provided, however , that Noble may Transfer all or any part of any ROFO Equity to a Noble Energy Group Member that agrees in writing that such ROFO Equity remains subject to the provisions of this Section 4.3 and such Noble Energy Group Member assumes the obligations of Noble under this Section 4.3 with respect to such ROFO Equity, and such Transfer shall not be subject to the Partnership Group’s right of first offer.

(b) The Parties acknowledge that any Transfer of all or any part of any ROFO Equity pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Equity and shall be subject to and conditioned on the obtaining of any and all necessary consents of securityholders, Governmental Authorities, lenders or other Third Parties; provided, however , that Noble hereby represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership Group pursuant to this Section 4.3 with respect to any ROFO Equity.

(c) The Partnership shall have the right, in its sole discretion, to assign its rights under this Section 4.3 to any Affiliate of the Partnership.

4.4 ROFO Procedures.  The following sets forth the procedure for Noble and the applicable Noble Energy Group Member to undertake to honor the right of first offer on the ROFO Equity. Noble’s actions described in this Section 4.4 shall be taken by Noble, or Noble shall cause the applicable Noble Energy Group Member to take such actions.

(a) If the applicable Noble Energy Group Member proposes to Transfer all or any part of any ROFO Equity to a Third Party prior to the Rights Termination Date (a “ Proposed ROFO Transaction ”), the applicable Noble Energy Group Member shall, prior to entering into any such Proposed ROFO Transaction, first give notice in writing to the Partnership (the

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“ ROFO Notice ”) of its intention to enter into such Proposed ROFO Transaction. The ROFO Notice shall include any material terms, conditions and details that would be necessary for the Partnership to make a responsive offer to enter into the Proposed ROFO Transaction with the applicable Noble Energy Group Member, which terms, conditions and details shall at a minimum include any terms, conditions or details that the applicable Noble Energy Group Member would propose to provide to non-Affiliates in connection with the Proposed ROFO Transaction. If the Partnership determines to purchase the ROFO Equity, the Partnership shall have 60 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed ROFO Transaction with the applicable Noble Energy Group Member (the “ ROFO Response ”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Equity and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed ROFO Transaction. If no ROFO Response is delivered by the Partnership within such 60-day period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Equity subject to Section 4.3 .

(b) Unless the ROFO Response is rejected pursuant to written notice delivered by the applicable Noble Energy Group Member to the Partnership within 60 days after the delivery to the applicable Noble Energy Group Member of the ROFO Response, such ROFO Response shall be deemed to have been accepted by the applicable Noble Energy Group Member, and the applicable Noble Energy Group Member shall enter into a definitive agreement with the Partnership providing for the consummation of the Proposed ROFO Transaction upon the terms set forth in the ROFO Response. Unless the applicable Noble Energy Group Member and the Partnership otherwise agree, the terms of the definitive agreement will include reasonable and customary terms and conditions, including the following:

(i) the Partnership will deliver the agreed purchase price (in cash, Partnership Interests, an interest-bearing promissory note or any combination thereof);

(ii) the closing date for the purchase of the ROFO Equity shall occur no later than 120 days following receipt by the applicable Noble Energy Group Member of the ROFO Response pursuant to Section 4.3(a) ;

(iii) each of the applicable Noble Energy Group Member and the Partnership shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions between a Noble Energy Group Member and a Partnership Group Member contemplated by this Section 4.4 , including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and

(iv) neither the applicable Noble Energy Group Member nor the Partnership shall have any obligation to consummate the Proposed ROFO Transaction if any consent referred to in Section 4.3 has not been obtained.

(c) If the Partnership has not timely delivered a ROFO Response as specified in this Section 4.4 with respect to a Proposed ROFO Transaction that is subject to a ROFO Notice, the

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applicable Noble Energy Group Member shall be free to enter into a Proposed ROFO Transaction with any Third Party on terms and conditions no more favorable to such Third Party than those set forth in the ROFO Notice. If the applicable Noble Energy Group Member rejects a ROFO Response with respect to any Proposed ROFO Transaction, the applicable Noble Energy Group Member shall be free to enter into a Proposed ROFO Transaction with any Third Party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such Third Party than those proposed by the Partnership Group in the ROFO Response and (ii) at a price equal to no less than 100% of the price offered by the Partnership in the ROFO Response to the applicable Noble Energy Group Member. If a Proposed ROFO Transaction with a Third Party is not consummated as provided in this Section 4.4(c) within the later of (A) 180 days after the expiration of the 60-day period set forth in Section 4.4(a) or the applicable Noble Energy Group Member’s delivery of notice rejecting the ROFO Response, as applicable, and (B) 10 days after the satisfaction of all approval or filing requirements with Governmental Authorities, if any, the ROFO Notice shall be deemed to lapse, and no member of the Noble Energy Group may enter into a Proposed ROFO Transaction with a Third Party without complying again with the provisions of this Article IV, and any purported consummation of a Proposed ROFO Transaction with a Third Party not in compliance with this Article IV shall be null and void.

ARTICLE V

ACCESS RIGHTS

5.1 Access Rights.  For the term of this Agreement, Noble hereby grants the Partnership Group access and use rights with respect to certain items of real and personal property related to the Retained Assets set forth on Schedule E , and such rights shall include automation services.

ARTICLE VI

MISCELLANEOUS

6.1 Confidentiality .

(a) From and after the Closing Date, each Party (each, a “ Receiving Party ”) in possession of another Party’s (each, a “ Disclosing Party ”) Confidential Information shall (i) hold, and shall cause its Subsidiaries and Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (each, a “ Representative ” and, collectively, “ Representatives ”) to hold, all Confidential Information of each Disclosing Party in strict confidence, with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (ii) not use such Confidential Information, except as expressly permitted by such Disclosing Party and (iii) not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any Losses resulting from a breach of this Section   6.1 by any of its Representatives.

(b) Notwithstanding Section   6.1(a) , if a Receiving Party becomes legally compelled or obligated to disclose Confidential Information of a Disclosing Party by a Governmental Authority or applicable law, or is required to disclose such Confidential Information pursuant to

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the listing standards of any applicable national securities exchange on which the Receiving Party’s securities are listed or quoted, the Receiving Party shall promptly advise, to the fullest extent permitted by law, the Disclosing Party of such requirement or obligation to disclose Confidential Information as soon as the Receiving Party becomes aware that such a requirement to disclose might become effective in order that, where possible, the Disclosing Party may seek a protective order or such other remedy as the Disclosing Party may consider appropriate in the circumstances. The Receiving Party shall disclose only that portion of the Disclosing Party’s Confidential Information that it is required or obligated to disclose and shall cooperate with the Disclosing Party in allowing the Disclosing Party to obtain such protective order or other relief.

(c) Each Party acknowledges that a Disclosing Party would not have an adequate remedy at law for the breach by a Receiving Party of any one or more of the covenants contained in this Section   6.1 and agrees that, in the event of such breach, the Disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section   6.1 and to enforce specifically the terms and provisions of this Section   6.1 . Notwithstanding any other provision hereof, to the extent permitted by applicable law, the provisions of this Section   6.1 shall survive the termination of this Agreement for a period of two years.

6.2 Choice of Law; Mediation; Submission to Jurisdiction .

(a) This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT.

(b) If the Parties cannot resolve any dispute or claim arising under this Agreement, then no earlier than 10 days nor more than 60 days following written notice to the other Parties, any Party may initiate mandatory, non-binding mediation hereunder by giving a notice of mediation (a “ Mediation Notice ”) to the other Parties to the dispute or claim. In connection with any mediation pursuant to this Section   6.2 , the mediator shall be jointly appointed by the Parties to the dispute or claim and the mediation shall be conducted in Houston, Texas unless otherwise agreed by the Parties to the dispute or claim. All costs and expenses of the mediator appointed pursuant to this Section   6.2 shall be shared equally by the Parties to the dispute or claim. The then-current Model ADR Procedures for Mediation of Business Disputes of the Center for Public Resources, Inc., either as written or as modified by mutual agreement of the Parties to the dispute or claim, shall govern any mediation pursuant to this Section   6.2 . In the mediation, each Party to the dispute or claim shall be represented by one or more senior representatives who shall have

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authority to resolve any disputes. If a dispute or claim has not been resolved within 30 days after the receipt of the Mediation Notice by a Party, then any Party to the dispute or claim may refer the resolution of the dispute or claim to litigation.

(c) Subject to Section   6.2(b) , to the fullest extent permitted by law, each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any federal or state courts located in Delaware and (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that, to the fullest extent permitted by law, service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section   6.2(d) . The foregoing consents to jurisdiction and service of process shall not, to the fullest extent permitted by applicable law, constitute general consents to service of process in the State of Delaware for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

(d) All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by (a) United States mail, addressed to the Person to be notified, postage prepaid and registered or certified with return receipt requested or (b) delivering such notice in person. Notice given by personal delivery or mail shall be effective upon actual receipt. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section   6.2 . If to any Noble Energy Group Member:

Noble Energy, Inc.

1001 Noble Energy Way

Houston, Texas 77070

Attention: Arnold J. Johnson, with a copy to Aaron C. Carlson

If to any Partnership Group Member:

Noble Midstream Partners LP

1001 Noble Energy Way

Houston, Texas 77070

Attention: Kirk A. Moore, with a copy to Christine M. McMillan

6.3 Entire Agreement . This Agreement and the Contribution Agreement constitute the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

6.4 Termination of Agreement . This Agreement, other than the provisions set forth in Section   2.1 hereof and this Article VI , may be terminated (a) by the written agreement of all of the Parties or (b) by Noble or the Partnership upon a Partnership Change of Control by written notice given to the other Parties to this Agreement, upon which termination shall be effective at

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the later of such Partnership Change of Control and the date specified in such written notice. For the avoidance of doubt, the Parties’ indemnification obligations under Article II and the terms of this Article VI shall, to the fullest extent permitted by law, survive the termination of this Agreement in accordance with their respective terms.

6.5 Amendment or Modification . This Agreement may be amended or modified from time to time only by an agreement in writing, signed by (1) Noble, acting on behalf of itself and each other Noble Energy Group Member, (2) the Partnership, acting on behalf of itself and each other Partnership Group Member and (3) any other Party hereto directly impacted by such amendment or modification in a manner different from the other Parties. Notwithstanding the foregoing, the Partnership may release any ROFR Acreage in a written instrument signed by the Partnership.

6.6 Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties; provided, however , that the General Partner and any Partnership Group Member may make a collateral assignment of this Agreement solely to secure financing for the Partnership Group.

6.7 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document and shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) (or similar electronic format) shall be effective as delivery of a manually executed counterpart hereof.

6.8 Severability . If any provision of this Agreement shall be held invalid or unenforceable by a Governmental Authority of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

6.9 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

6.10 Rights of Limited Partners . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner or other interest holder of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF , the Parties have executed this Agreement on, and effective as of, the Closing Date.

Signature Page to Omnibus Agreement

Schedule A

ROFR Acreage

Schedule A-1

Schedule B

General and Administrative Services

Schedule B-1

Schedule C

Reserved.

Schedule C-1

Schedule D

Reserved

Schedule D-1

Schedule E

Property Access Rights

Schedule E-1

Exhibit 10.5

FORM OF

$350,000,000

CREDIT AGREEMENT

dated as of September [    ], 2016

among

NOBLE MIDSTREAM SERVICES, LLC,

as Borrower,

NOBLE MIDSTREAM PARTNERS LP,

as Parent,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, a Swing Line Lender and an L/C Issuer,

and

The Other Lenders, Swing Line Lenders and L/C Issuers Party Hereto

DNB Bank ASA, New York Branch,

as Syndication Agent

BANK OF AMERICA, N.A.

and

BARCLAYS BANK PLC,

as Documentation Agents

J.P. MORGAN SECURITIES LLC,

BARCLAYS BANK PLC,

DNB MARKETS, INC.,

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Book Runners

Table of Contents

i

ii

iii

SCHEDULES

EXHIBITS

Form of

iv

CREDIT AGREEMENT

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of September [    ], 2016, among Noble Midstream Services, LLC, a Delaware limited liability company (the “ Borrower ”), Noble Midstream Partners LP, a Delaware limited partnership (the “ Parent ”), each Lender from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and the other L/C Issuers and Swingline Lenders named herein.

The Borrower has requested that the Lenders extend certain credit to the Borrower, and the Administrative Agent, the Swing Line Lenders, the L/C Issuers and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acquisition ” by any Person, means (a) the acquisition by such Person, in a single transaction or in a series of related transactions, of (i) property or assets (other than capital expenditures or acquisitions of inventory or supplies in the ordinary course of business) constituting a business unit or division of another Person or (ii) the Capital Stock of another Person resulting in such other Person becoming a Subsidiary, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Debt, securities or otherwise and (b) any Midstream Drop Down Acquisition.

“ Adjusted Eurodollar Rate ” means, with respect to any Eurodollar Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPM in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. For the avoidance of doubt, in no event shall the Administrative Agent, any L/C Issuer or any Lender be deemed an Affiliate of the Parent or any of its Subsidiaries.

“ Agent-Related Persons ” means the Administrative Agent, together with its respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Aggregate Commitment ” means the aggregate Commitments of all the Lenders.

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“ Agreement ” has the meaning specified in the introductory paragraph hereto.

“ Anti-Corruption Laws ” means all Laws, rules, and regulations of any jurisdiction applicable to the Parent and its Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Rate ” means, (a) until the Parent or Borrower has obtained a Public Debt Rating from either S&P or Moody’s, the percentages per annum set forth in the Leverage Based Pricing Grid below, based upon the Consolidated Leverage Ratio of the Parent:

and (b) on the date and at all times after the Parent or the Borrower obtains a Public Debt Rating from either S&P or Moody’s, the percentages per annum set forth in the Ratings Based Pricing Grid below, based upon the Public Debt Ratings of the Parent:

From the Closing Date until the earlier of (i) the date the first Compliance Certificate is delivered pursuant to Section 6.01(c) or (ii) the date on which the Parent or Borrower obtains a Public Debt Rating from either S&P or Moody’s, the Applicable Rate in effect shall be determined based upon Pricing Level 1 of the Leverage Based Pricing Grid (subject to the proviso below if such Compliance Certificate is not delivered when due). Thereafter, to the extent neither the Parent nor the Borrower has obtained a Public Debt Rating from either S&P or Moody’s, the Applicable Rate shall be determined based upon the Compliance Certificate to be delivered pursuant to Section 6.01(c) , until the date that the Parent or Borrower shall have obtained a Public Debt Rating from either S&P or Moody’s, on which date the Applicable Rate shall be determined as set forth in the Ratings Based Pricing Grid. Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date that the Compliance Certificate is required to be delivered pursuant to Section 6.01(c) ; provided , however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then the Applicable Rate shall be determined based upon Pricing Level 4 of the Leverage Based Pricing Grid and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section 6.01(c) , whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate.

Each change in the Applicable Rate resulting from a publicly announced change in the Public Debt Ratings shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. If the Public Debt Ratings from both S&P and Moody’s cease to be available, then the Applicable Rate shall be determined based upon Pricing Level 4 of the Rating Based Pricing Grid and shall continue to apply until the date that the Parent shall have obtained a Public Debt Rating from S&P and/or Moody’s, whereupon the Applicable Rate shall be adjusted based on the Public Debt Rating from S&P and/or Moody’s as set forth in the Rating Based Pricing Grid. If the Public Debt

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Ratings from S&P and Moody’s reflect different Pricing Levels, then (i) in the event of a single level split, the higher Public Debt Rating will apply or (ii) in the event of a multiple level split, the Pricing Level will be based on the Public Debt Rating one level lower than the higher of the two Public Debt Ratings.

“ Approved Fund ” has the meaning specified in Section 10.07(h) .

“ Arrangers ” means JPM and [TBD], in their capacity as joint lead arrangers and joint book runners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit D .

“ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“ Authorizations ” means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority.

“ Availability Period ” means the period from and including the Closing Date to the Maturity Date.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus  ¹ ⁄ ₂ of 1% and (c) the Adjusted Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted Eurodollar Rate for any day shall be based on the Adjusted Eurodollar Rate at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Eurodollar Rate, respectively.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“ Benefit Arrangement ” means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrowing ” means Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

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“ Capital Lease ” means any lease of any property by the Parent or any of its Subsidiaries, as lessee, that should, in accordance with GAAP (subject to Section 1.03(b) ), be classified and accounted for as a capital lease on a consolidated balance sheet of the Parent and its Subsidiaries.

“ Capital Stock ” means shares of capital stock in a corporation, partnership interests in a partnership, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest (other than any debt security which by its terms is convertible at the option of the holder into Capital Stock, to the extent such holder has not so converted such debt security).

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer or L/C Issuers shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer or L/C Issuers.

“ Cash Collateral ”, in such context, shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

“ Cash Equivalents ” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within twelve (12) months from the date of acquisition thereof, (b) commercial paper maturing no more than one hundred eighty (180) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred eighty (180) days from the date of creation thereof issued by commercial banks incorporated under the Laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, (d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder and (e) money market investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 or having portfolio assets of at least $5,000,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d).

“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means the failure of (i) the Parent to own and control 100% of the Capital Stock of the Borrower, (ii) the General Partner to be the sole general partner of, and to Control, the Parent or (iii) Noble to own and control, directly or indirectly, at least 51% of the Voting Stock of the General Partner.

“ Closing Date ” means September [    ], 2016, which is the first date all the conditions precedent in Section 4.01 are satisfied (or waived in accordance with Section 10.03 ).

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“ Code ” means the Internal Revenue Code of 1986.

“ Commercial Operation Date ” means the date on which a Qualified Project is substantially complete and commercially operable.

“ Commitment ” means, (a) with respect to each Lender listed on Schedule 2.01 , the amount set forth opposite such Lender’s name on such Schedule, (b) with respect to any financial institution which becomes a Lender pursuant to Section 2.15 , the amount of the Commitment extended by it as of the applicable Increase Effective Date and (c) with respect to any assignee which becomes a Lender pursuant to Section 10.07(b) , the amount of the transferor Lender’s Commitment assigned to it pursuant to Section 10.07(b) , in each case as such amount may be adjusted from time to time pursuant to this Agreement; provided that, if the context so requires, the term “ Commitment ” means the obligation of a Lender to extend credit up to such amount to the Borrower hereunder.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .

“ Consolidated EBITDA ” means, for any period, subject to Section 1.03(c) , an amount equal to (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period and without duplication, the aggregate amount of (i) Consolidated Interest Charges, (ii) Taxes based on or measured by income, (iii) depreciation and amortization expense, (iv) goodwill or other impairment charges and other non-cash charges, (v) non-recurring expenses, (vi) non-cash losses resulting from mark to market accounting of Swap Agreements, (vii) reasonable and customary out-of-pocket cash fees and expenses incurred in connection with the proposed or consummated incurrence or repayment of any Debt, Disposition, Investment or issuance of Capital Stock in a public offering (in each case in a transaction not prohibited by this Agreement), in an aggregate annual amount for all such transactions not to exceed $15,000,000 and (viii) one-time transaction expenses related to execution and delivery of this Agreement and the Transactions in an aggregate amount not to exceed $35,000,000, which will be added back in the fiscal year incurred, minus (c) to the extent included in calculating such Consolidated Net Income for such period and without duplication, the aggregate amount of all non-cash items and non-recurring gains. For the purposes of calculating Consolidated EBITDA, Consolidated Net Income and the expenses and other items described above shall be adjusted with respect to the portion of Consolidated Net Income and the portion of such expenses and other items which are attributable to any non-wholly owned Subsidiaries of the Parent, to reflect only the Parent’s pro rata ownership interest in such Subsidiaries. The calculation of Consolidated EBITDA may be subject from time to time to the pro forma adjustments described in Section   1.03(c) .

“ Consolidated Funded Debt ” means, as of any date of determination, the outstanding Debt of the Parent and its Subsidiaries on a consolidated basis, excluding Debt described in clauses (d) and (g) (but only to the extent the Debt being Guaranteed does not constitute Consolidated Funded Debt) of the definition thereof and to the extent of undrawn letters of credit, clause (b) of the definition thereof.

“ Consolidated Interest Charges ” means, for any period determined on a consolidated basis for the Parent and its Subsidiaries, all cash interest expense (including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to interest rate Swap Contracts) for such period, in accordance with GAAP.

“ Consolidated Interest Coverage Ratio ” means, as of the last day of each fiscal quarter of the Parent, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such day to (b) Consolidated Interest Charges for the period of four consecutive fiscal quarters ending on such day.

“ Consolidated Leverage Ratio ” means, as of the last day of each fiscal quarter of the Parent, the ratio of (a) Consolidated Funded Debt on such day to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such day.

“ Consolidated Leverage Ratio Trigger Date ” means the first date on which Consolidated EBITDA for the period of four consecutive fiscal quarters is equal to or greater than $135,000,000.00.

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“ Consolidated Net Income ” means, for any period, the net income of the Parent and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that Consolidated Net Income shall not include (a) extraordinary gains or extraordinary losses, (b) net gains and losses in respect of dispositions of assets other than in the ordinary course of business, (c) gains or losses attributable to write-ups or write-downs of assets, including hedging and derivative activities in the ordinary course of business, (d) the cumulative effect of a change in accounting principles, all as reported in the Parent’s consolidated statement(s) of operations for the relevant period(s) prepared in accordance with GAAP, (e) the income or loss of any Person other than a Subsidiary in which the Parent or any Subsidiary has an ownership interest, except to the extent that any such income has been actually received by the Parent or such Subsidiary in the form of cash dividends or similar cash distributions, or (f) any undistributed net income of a Subsidiary to the extent that the ability of such Subsidiary to make Restricted Payments to the Parent or another Subsidiary is, as of the date of determination of Consolidated Net Income, restricted by its Organizational Documents, any contractual obligation (other than this Agreement) or any applicable Law.

“ Consolidated Net Tangible Assets ” means, at any date of determination, the total amount of consolidated assets of the Parent and its Subsidiaries minus the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Parent and its Subsidiaries for the most recently completed fiscal quarter, in accordance with GAAP.

“ Contributed Business ” means the assets, liabilities and operations contributed to the Parent or its Subsidiaries by Noble or its Subsidiaries, as applicable, in connection with the consummation of the IPO, as described in the Registration Statement.

“ Contribution ” means the direct or indirect transfer, in one or more transactions, by Noble and its Subsidiaries to the Parent of the Contributed Business.

“ Control ” has the meaning specified in the definition of “Affiliate.”

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Debt ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as Debt or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the amount available to be drawn under all letters of credit (including standby and commercial) (other than letter of credit obligations relating to indebtedness included in Debt pursuant to another clause of this definition) and, without duplication, the unreimbursed amount of all drafts drawn thereunder;

(c) all obligations of such Person to pay the deferred purchase price of property or services (other than current liabilities and trade payables incurred in the ordinary course of business in connection with the purchase of goods and services which are not greater than ninety (90) days past the due date therefor or which are being contested in good faith by appropriate action and for which adequate reserves have been established in accordance with GAAP);

(d) debt (excluding prepaid interest thereon) of another Person secured by a Lien on property owned or being purchased by such Person (including debt arising under conditional sales or other title retention agreements), whether or not such debt shall have been assumed by such Person or is limited in recourse;

(e) Capital Leases;

(f) to the extent required to be included on the Parent’s consolidated balance sheet as debt or liabilities in accordance with GAAP, Synthetic Lease Obligations; and

(g) all Guarantees of such Person in respect of any of the foregoing.

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For all purposes hereof, the Debt of the Parent shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Parent or any Subsidiary of the Parent is a general partner or a joint venturer (provided, however, for the avoidance of doubt, as used in this sentence “joint venturer” shall not include a limited partner in a limited partnership), unless such Debt is expressly made non-recourse to the Parent or Subsidiary, as applicable.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means, at any time, an interest rate equal to the interest rate applicable to the outstanding Obligations (inclusive of the Applicable Rate with respect thereto) plus two percent (2.00%).

“ Defaulting Lender ” means, subject to Section 2.16(b) , any Lender that (a) has failed to (i) fund all or any portion of the Loans required to be funded by it hereunder within two Business Days following the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuers, the Swing Line Lenders or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in L/C Obligations or Swing Line Loans) within two Business Days following the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lenders or any other Lender in writing or has made a public statement to the effect, that it does not intend to comply with its funding obligations hereunder, (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b) ) upon delivery of written notice of such determination to the Borrower, the L/C Issuers, the Swing Line Lenders and each Lender.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by a Loan Party (including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

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“ Dollar ” and “ $ ” mean lawful money of the United States.

“ EEA Financial Institution ” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ” has the meaning specified in Section 10.07(h) .

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Parent or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Group ” means the Parent, any Subsidiary of the Parent and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Parent or any Subsidiary, are treated as a single employer under Section 414 of the Code or Section 4001(b)(i) of ERISA.

“ Eurodollar Rate ” means, for any Interest Period for each Eurodollar Rate Loan, the London interbank offered rate as administered by Intercontinental Exchange Benchmark Administration Ltd. (or any other Person that takes over the administration of such rate for dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “ LIBOR Screen Rate ”) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and provided , further, if the LIBOR Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) with respect to dollars then the Eurodollar Rate shall be the Interpolated Rate ( provided , that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement).

“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate of interest based on the Adjusted Eurodollar Rate (excluding a Base Rate Loan bearing interest by reference to the Adjusted Eurodollar Rate by virtue of clause   (c) of the definition of Base Rate).

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“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment or otherwise under a Loan Document pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or becomes a Lender hereunder (other than pursuant to an assignment request by the Borrower under Section 10.16 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01(b) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreement entered into in connection with implementation of the foregoing.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

“ Fee Letters ” means each Fee Letter, dated as of September [    ], 2016, between the Administrative Agent and/or an Arranger, on the one hand, and Noble, on the other hand.

“ Foreign Lender ” means a Lender that is not a U.S. Person.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fresh Water Services Agreements ” means those certain Second Amended and Restated Fresh Water Services Agreements, dated effective as of March 31, 2016, consisting of the Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services and updated as of March 31, 2016, and each Agreement Addendum thereto executed from time to time by Noble or its Affiliates, the Borrower and one or more of its Subsidiaries, in each case, as amended by Amendment 01 thereto, effective as of September 1, 2016.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lenders, such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“ Fund ” has the meaning specified in Section 10.07(h) .

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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“ Gas Gathering Agreements ” means those certain Second Amended and Restated Gas Gathering Agreements, dated effective as of March 31, 2016, consisting of the Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services and updated as of March 31, 2016, and each Agreement Addendum thereto executed from time to time by Noble or its Affiliates, the Borrower and one or more of its Subsidiaries, in each case, as amended by Amendment 01 thereto, effective as of September 1, 2016.

“ General Partner ” means Noble Midstream GP LLC, a Delaware limited liability company.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantee Release Condition ” means the requirement that either (i) four-quarter Consolidated EBITDA for each of the four mostly recently ended fiscal quarters (for which financial statements have been delivered pursuant to Section 6.01(a) or (b) ) exceeds $250,000,000 or (ii) the Parent or the Borrower has received at least one Investment Grade Rating with a stable outlook or better.

“ Guarantee Release Date ” means the date on which the Guarantee Release Condition has been satisfied. If clause (i) of the Guarantee Release Condition is satisfied, the Guarantee Release Date shall be the date on which the applicable financial statements have been delivered pursuant to Section 6.01(a) or (b) and if clause (ii) of the Guarantee Release Condition is satisfied, the Guarantee Release Date shall be the date on which the Borrower delivers the applicable notice required by Section 6.01(h).

“ Guarantors ” means, collectively, the Parent, each direct or indirect wholly-owned Material Subsidiary existing on the Closing Date, any other direct or indirect wholly-owned Material Subsidiary that becomes a Guarantor pursuant to Section 6.10 , and any other Subsidiary of the Borrower that is a party to the Guarantee Agreement.

“ Guarantee Agreement ” means the Guarantee Agreement executed by each Guarantor on the Closing Date, as amended, supplemented, restated or other modified form time to time.

“ Hazardous Substances ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“ Increase Effective Date ” has the meaning set forth in Section 2.15(b) .

“ Indemnified Liabilities ” has the meaning set forth in Section 10.05(a) .

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitees ” has the meaning set forth in Section 10.05(a) .

“ Information ” has the meaning set forth in Section 10.08 .

“ Initial Financial Statements ” means (i) the audited combined financial statements of the Parent’s predecessor and its Subsidiaries for the fiscal years ended December 31, 2014 and December 31, 2015 and (ii) the unaudited combined financial statements of the Parent’s predecessor and its Subsidiaries for the six months ended June 30, 2016, in each case as presented in the Registration Statement.

“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (other than a Swing Line Loan), the first Business Day of each January, April, July and October and the Maturity Date; and (c) with respect to any Swing Line Loan, the day that such Loan is required to be repaid.

“ Interest Period ” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months or one week thereafter, or such other periods as agreed to by all of the relevant Lenders, as selected by the Borrower in its Loan Notice; provided that:

(a) any Interest Period applicable to any Eurodollar Rate Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period (other than one week) applicable to any Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to the provisions of clause (a) above, end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date.

“ Interpolated Rate ” shall mean, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period for which the LIBOR Screen Rate is available for Dollars) that is shorter than the Impacted Interest Period; and (b) the LIBOR Screen Rate for the shortest period (for which that Screen Rate is available for dollars) that exceeds the Impacted Interest Period, in each case, at such time.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of the Capital Stock of another Person, (b) an Acquisition or (c) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Debt of such other Person.

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“ Investment Grade Rating ” means a Public Debt Rating of (a) a BBB- rating or higher from S&P or (b) a Baa3 rating or higher from Moody’s.

“ IPO ” means an initial registered public offering of common units representing limited partner interests in the Parent to the public pursuant to the Registration Statement which results in the common units representing limited partner interests in the Parent being traded on a national securities exchange.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Borrowing ” means an extension of credit from an L/C Issuer resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date when made or refinanced as a Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuers ” means JPM, DNB Bank ASA, New York Branch, Bank of America, N.A. and Barclays Bank PLC, each in its capacity as an issuer of Letters of Credit hereunder, and any successor issuer of Letters of Credit hereunder.

“ L/C Issuer Related Persons ” means each L/C Issuer, together with its respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ L/C Obligations ” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lenders ” means those Lenders with a Commitment, or if the Commitments have been terminated pursuant to Section 8.02 , Lenders holding the outstanding Loans, if any, and as the context requires, the Swing Line Lenders.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any standby letter of credit issued on or after the Closing Date hereunder.

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“ Letter of Credit Application ” means an application, an application and agreement, or other similar document in the nature of an application required by the applicable L/C Issuer, for the issuance or amendment of a Letter of Credit, in the form from time to time in use by such L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is seven days prior to the Stated Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Sublimit ” means an amount equal to $100,000,000, as such amount may be reduced pursuant to Section 2.06 . The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitment.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Loan (including a Swing Line Loan).

“ Loan Documents ” means this Agreement, each Note, the Guarantee Agreement, the Fee Letters, each agreement creating or perfecting rights in Cash Collateral, and each other document executed by a Loan Party which contains a provision stating that it is a “Loan Document”.

“ Loan Notice ” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A-1 .

“ Loan Parties ” means, collectively, the Borrower, the Parent and the other Guarantors from time to time party to the Guarantee Agreement.

“ Master Agreement ” has the meaning set forth in the definition of Swap Contract.

“ Material Adverse Effect ” means (a) a material adverse change in the operations, business or financial condition of the Parent and its Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties of the Loan Documents, taken as a whole.

“ Material Contracts ” means (a) the Omnibus Agreement, (b) the Gas Gathering Agreements, (c) the Oil Gathering Agreements, (d) the Oil Treating Agreements, (e) the Produced Water Services Agreements (f) the Fresh Water Services Agreements, and (g) any other documents, agreements or instruments entered into between Noble or its Affiliates and any Loan Party or Subsidiary, which, if breached, terminated or cancelled, could reasonably be expected to have a Material Adverse Effect.

“ Material Debt ” means Debt (other than the Loans) of the Parent and its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal or face amount exceeding the Threshold Amount.

“ Material Disposition ” means the Disposition by any Person, in a single transaction or in a series of related transactions, of either (a) property or assets constituting a business unit or division of such Person to another Person or (b) a majority or greater of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent of a Subsidiary of such Person to another Person, in each case whether or not involving a merger or consolidation with such other Person.

“ Material Plan ” means, at any time, a Plan or Plans having aggregate Unfunded Liabilities in excess of the Threshold Amount.

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“ Material Subsidiary ” means any direct or indirect domestic Subsidiary of the Parent for which (a) its assets and the assets of its consolidated Subsidiaries comprise more than 5% of the assets of the Parent and its Subsidiaries on a consolidated basis, or (b) its revenue and the revenue of its consolidated Subsidiaries comprise more than 5% of the revenue of the Parent and its Subsidiaries on a consolidated basis, in each case determined on a consolidated basis in accordance with GAAP as of the end of the most recent fiscal year.

“ Materials ” has the meaning specified in Section 6.01 .

“ Maturity Date ” means the earlier of (a) the Stated Maturity Date and (b) the effective date of any other termination, cancellation, or acceleration of all Commitments under this Agreement.