Noble Midstream Partners LP (Form: 10-K, Received: 02/12/2020 16:08:16)

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Table of Contents

Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37640

NOBLE MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)



Delaware			47-3011449
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification number)
1001 Noble Energy Way
Houston,	Texas		77070
(Address of principal executive offices)			(Zip Code)
(281)		872-3100
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units, Representing Limited Partner Interests	NBLX	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes ☒ No

The aggregate market value of the registrant’s Common Units held by non-affiliates of the registrant as of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $718.8 million.

The registrant had 90,239,656 Common Units as of January 31, 2020.

DOCUMENTS INCORPORATED BY REFERENCE: None

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Index to Financial Statements

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PART I
Items 1. and 2.	Business and Properties	3
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	44
Item 3.	Legal Proceedings	44
Item 4.	Mine Safety Disclosures	44
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
Item 6.	Selected Financial Data	47
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 8.	Financial Statements and Supplementary Data	67
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	100
Item 9B.	Other Information	100
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	101
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	125
Item 13.	Certain Relationships and Related Transactions, and Director Independence	127
Item 14.	Principal Accounting Fees and Services	130
PART IV
Item 15.	Exhibits, Financial Statement Schedules	131
Item 16.	Form 10-K Summary	140

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Index to Financial Statements

Disclosure Regarding Forward-Looking Statements

This Annual Report on Form 10-K (“Form 10-K” or “Annual Report”) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are predictive in nature, depend upon or refer to future events or conditions or include words such as “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “on schedule,” “strategy,” and other similar expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. Our forward-looking statements may include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs.

Forward-looking statements are not guarantees of future performance and are based on certain assumptions and bases, and subject to certain risks, uncertainties and other factors, many of which are beyond Noble Midstream Partners LP’s control and difficult to predict, and not all of which can be disclosed in advance. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors. While you should not consider the following list to be a complete statement of all potential risks and uncertainties, some of the factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:


•	the ability of our customers to meet their drilling and development plans;


•	changes in general economic conditions;


•	competitive conditions in our industry;


•	actions taken by third-party operators, gatherers, processors and transporters;


•	the demand for crude oil gathering, natural gas gathering and processing, produced water gathering, crude oil treating and fresh water services;


•	our ability to successfully implement our business plan;


•	our ability to complete internal growth projects on time and on budget;


•	the price and availability of debt and equity financing;


•	the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels;


•	competition from the same and alternative energy sources;


•	energy efficiency and technology trends;


•	operating hazards and other risks incidental to our midstream services;


•	natural disasters, weather-related delays, casualty losses and other matters beyond our control;


•	interest rates;


•	labor relations;


•	defaults by our customers under our gathering and processing agreements;


•	changes in availability and cost of capital;


•	changes in our tax status;


•	the effect of existing and future laws and government regulations;


•	the effects of future litigation;


•	interruption of the Partnership’s operations due to social, civil or political events or unrest;


•	terrorist attacks or cyber threats;


•	any future acquisitions or dispositions of assets or the delay or failure of any such transaction to close; and


•	certain factors discussed elsewhere in this Form 10-K.

You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under Item 1A. Risk Factors, below, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. You should consider carefully the statements under Item 1A. Risk Factors and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.

All references to “Noble Midstream Partners,” “NBLX,” “the Partnership,” “us,” “our,” “we” or similar expressions, refer to Noble Midstream Partners LP, including its consolidated subsidiaries. References to “Noble” may refer to Noble Energy Inc. and/or its consolidated subsidiaries, depending on the context. Our consolidated financial statements have been retrospectively recast for all periods presented to include the historical results of NBL Midstream Holdings (“NBL Holdings”), as the acquisition of NBL Holdings by the Partnership in the Drop-Down and Simplification Transaction (as defined below) represents a transaction between entities under common control and resulted in a change in reporting entity. The selected financial data covering the periods prior to the aforementioned transactions may not necessarily be indicative of the actual results of operations had these entities been operated together during those periods.

For a summary of commonly used industry terms and abbreviations used in this report, see the Glossary.

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Index to Financial Statements

PART I

Items 1. and 2. Business and Properties

Overview

We are a growth-oriented Delaware master limited partnership formed in December 2014 by our Parent, Noble, to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. We currently provide crude oil, natural gas, and water-related midstream services through long-term, fixed-fee contracts, as well as purchase crude oil from producers and sell crude oil to customers at various delivery points. Our business activities are conducted through four reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate. We often refer to the services of our Gathering Systems and Fresh Water Delivery reportable segments collectively as our midstream services.

Our current areas of focus are in the Denver-Julesburg Basin in Colorado (“DJ Basin”) and the Southern Delaware Basin position of the Permian Basin (“Delaware Basin”) in Texas. The locations of our current areas of focus are shown in the map below:

We are Noble’s primary vehicle for midstream operations in the onshore United States. We have acreage dedications spanning approximately 545,000 acres in the DJ Basin (with over 230,000 dedicated acres from Noble and the remaining dedicated acres from various third parties) and approximately 118,000 acres in the Delaware Basin (with 92,000 dedicated acres from Noble and the remaining from various third parties). In addition to our existing operations and acreage dedications, Noble has granted us rights of first refusal (“ROFRs”) on certain onshore United States acreage that may be acquired in the future.

We believe we are well positioned to (i) develop our infrastructure in a manner and on a timeline that will allow us to handle increasing volumes from our customers’ drilling programs on our dedicated properties and (ii) attract new customers in the DJ Basin, Delaware Basin and future areas of operation as we continue to expand our existing, build out new, or acquire midstream systems and facilities.

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Index to Financial Statements

2019 Developments

Drop-Down and Simplification Transaction

On November 14, 2019, we entered into a Contribution, Conveyance, Assumption and Simplification Agreement with Noble. Pursuant to such agreement, we acquired (i) the remaining 60% limited partner interest in Blanco River DevCo LP, (ii) the remaining 75% limited partner interest in Green River DevCo LP, (iii) the remaining 75% limited partner interest in San Juan River DevCo LP and (iv) all of the issued and outstanding limited liability company interests of NBL Holdings. Additionally, all of the Incentive Distribution Rights (“IDRs”) were converted into common units representing limited partner interests in the Partnership (“Common Units”). The acquisition of the interests and conversion of the IDRs are collectively referred to as the “Drop-Down and Simplification Transaction.” Our financial information has been recast to include the historical results of NBL Holdings for all periods presented. See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation for a detailed discussion. The total consideration paid by the Partnership for the Drop-Down and Simplification Transaction was $1.6 billion, which consisted of $670 million in cash and 38,455,018 Common Units issued to Noble.

In the Drop-Down and Simplification Transaction, we acquired essentially all of Noble’s remaining midstream assets. As a result, we have enhanced our operational synergies and increased economic alignment in Noble’s growth basins, which lowers our cost of capital and supports strategic long-term growth and value creation.

The midstream assets we acquired include the Keota and Lilli gas processing plants and associated gas gathering pipelines in the East Pony IDP area of the DJ Basin (the “East Pony IDP”). These assets mark the Partnership’s first entry into DJ Basin gas processing. With the need for incremental gas processing capacity in the DJ Basin, the Keota and Lilli plants provide an additional opportunity for us to grow our third-party business. Additionally, we acquired the legacy Clayton Williams pipeline system, which includes more than 300 miles of oil, gas, and produced water gathering pipelines. These pipelines service Noble’s central and southern Delaware Basin positions and will provide additional opportunities to drive capital efficiency through new well connections and secure third-party dedications.

2019 Private Placement

On November 14, 2019, we entered into a Common Unit Purchase Agreement with certain institutional investors to sell 12,077,295 Common Units in a private placement for gross proceeds of approximately $250 million (the “2019 Private Placement”). Net proceeds totaled approximately $242.9 million, after deducting offering expenses of approximately $7.1 million. The 2019 Private Placement closed on November 21, 2019. Proceeds from the 2019 Private Placement were utilized to fund a portion of the cash consideration for the Drop-Down and Simplification Transaction.

Investment Activity

During 2019, we significantly expanded our strategic relationships and investments in the long-haul pipeline business.

On January 31, 2019, we exercised and closed our option with EPIC Midstream Holdings, LP (“EPIC”) to acquire a 15% interest in EPIC Y-Grade, LP (“EPIC Y-Grade”). During 2019, we made capital contributions to EPIC Y-Grade of $169.1 million.

On January 31, 2019, we exercised our option to acquire an interest in EPIC Crude Holdings, LP (“EPIC Crude”). On March 8, 2019, we closed our option with EPIC to acquire the 30% interest in EPIC Crude. During 2019, we made capital contributions to EPIC Crude of $351.2 million.

On February 7, 2019, we executed definitive agreements with Salt Creek Midstream LLC (“Salt Creek”) and completed the formation of Delaware Crossing LLC (“Delaware Crossing”). We own a 50% interest in Delaware Crossing. During 2019, we made capital contributions to Delaware Crossing of $70.3 million.

Saddlehorn Transportation Commitment and Investment Option

Our affiliate, Black Diamond Gathering LLC (“Black Diamond”) has entered into a strategic relationship with Saddlehorn Pipeline Company, LLC (“Saddlehorn”). Saddlehorn is jointly owned by affiliates of Magellan Midstream Partners, L.P. (“Magellan”), Plains All American Pipeline, L.P. (“Plains”) and Western Midstream Partners, LP (“Western Midstream”). The Saddlehorn pipeline is currently capable of transporting approximately 190 MBbl/d of crude oil and condensate from the DJ Basin and the Powder River Basin to storage facilities in Cushing, Oklahoma owned by Magellan and Plains. With the recent successful open season, the Saddlehorn pipeline will be expanded by 100 MBbl/d, to a new total capacity of 290 MBbl/d. The higher capacity is expected to be available in late 2020 following the addition of incremental pumping and storage capabilities.

As part of the strategic relationship, Black Diamond and Noble entered into long-term firm transportation commitments with Saddlehorn. Black Diamond received an option to acquire an ownership interest of up to 20% in Saddlehorn. Black Diamond’s investment option was scheduled to expire in April 2020.

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Index to Financial Statements

In February 2020, Black Diamond exercised its option, effective February 1, 2020, to acquire a 20% ownership interest in Saddlehorn for $155 million, $84 million net to the Partnership. After Black Diamond’s purchase, with Magellan and Plains each selling a 10% interest, Magellan and Plains each own a 30% membership interest and Black Diamond and Western Midstream each own a 20% membership interest in Saddlehorn. Magellan continues to serve as operator of the Saddlehorn pipeline.

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Index to Financial Statements

Organizational Structure

The following diagram depicts our organizational structure as of December 31, 2019.

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Index to Financial Statements

Our current areas of operation are in the DJ Basin and Delaware Basin. The following table provides a summary of our development areas within each basin, along with our dedicated services and customers as of December 31, 2019.



Company	Areas Served	NBLX Dedicated Service	Customers
Colorado River LLC ⁽¹⁾	Wells Ranch IDP (DJ Basin) East Pony IDP (DJ Basin) All Noble DJ Basin Acreage	Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating	Noble
San Juan River LLC ⁽¹⁾	East Pony IDP (DJ Basin)	Water Services	Noble
Green River DevCo LLC ⁽¹⁾	Mustang IDP (DJ Basin)	Crude Oil Gathering Natural Gas Gathering Water Services	Noble
Laramie River LLC ⁽¹⁾	Greeley Crescent IDP (DJ Basin)	Crude Oil Gathering Water Services	Noble and Unaffiliated Third Party
Laramie River LLC ⁽¹⁾	Black Diamond Dedication Area (DJ Basin)	Crude Oil Gathering Crude Oil Sales Natural Gas Gathering	Noble and Unaffiliated Third Parties
Blanco River LLC ⁽¹⁾	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Water Services	Noble and Unaffiliated Third Parties
Gunnison River DevCo LP	Bronco IDP (DJ Basin) ⁽²⁾	Crude Oil Gathering Water Services	Noble
Trinity River DevCo LLC	Delaware Basin	Natural Gas Compression Crude Oil Transmission	Noble and Unaffiliated Third Parties ⁽³⁾
Dos Rios DevCo LLC	Delaware Basin	Crude Oil Transmission Y-Grade Transmission	Noble and Unaffiliated Third Parties ⁽³⁾
Noble Midstream Holdings LLC	East Pony IDP (DJ Basin)	Natural Gas Gathering Natural Gas Processing	Noble and Unaffiliated Third Parties
Noble Midstream Holdings LLC	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Water Services	Noble and Unaffiliated Third Parties


⁽¹⁾	On December 31, 2019, the general partner and limited partnership of each of the above companies was merged into a limited liability company (“LLC”).


⁽²⁾	We currently have no midstream infrastructure assets in the Bronco IDP. We have dedications for any of Noble’s future production in this area.


⁽³⁾	The unaffiliated third-party customers are served though investments in which we exert significant influence.

Our Relationship with Noble

One of our principal strengths is our relationship with Noble. Given Noble’s significant ownership interest in us and its intent to use us as its primary domestic midstream service provider in areas that have not previously been dedicated to other ventures, we believe that Noble will be incentivized to promote and support the successful execution of our business strategies; however, we can provide no assurances that we will benefit from our relationship with Noble. While our relationship with Noble is a significant strength, it is also a source of potential risks and conflicts. Noble accounts for a substantial portion of our revenues and the loss of Noble as a customer would have a material adverse effect on us. See Item 1A. Risk Factors.

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Index to Financial Statements

Areas of Operation

The following diagram illustrates our infrastructure in the DJ Basin as of December 31, 2019:

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Index to Financial Statements

The following diagram illustrates our infrastructure in the Delaware Basin as of December 31, 2019:

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Index to Financial Statements

Reportable Segments

We manage our operations by the nature of the services we offer. Our reportable segments comprise the structure used to make key operating decisions and assess performance. We are organized into the following reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate. We often refer to services of our Gathering Systems and Fresh Water Delivery segments collectively as our midstream services. The Investments in Midstream Entities segment includes our investments in Advantage Pipeline, L.L.C. (“Advantage”), Delaware Crossing, EPIC Y-Grade, EPIC Crude and White Cliffs Pipeline L.L.C. (“White Cliffs”). The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries. See Item 8. Financial Statements and Supplementary Data – Note 10. Segment Information.

Gathering Systems

Crude Oil Gathering

Our crude oil gathering system in the Wells Ranch IDP area of the DJ Basin (the “Wells Ranch IDP”) provides approximately 83 miles of shared crude oil and produced water gathering pipelines. Our crude oil gathering assets also include 96,000 Bbls of storage capacity at the Wells Ranch central gathering facility (“CGF”) where we are able to recover gas vapors from crude oil and deliver this natural gas to Noble for delivery to downstream third parties.

In the East Pony IDP, we gather crude oil meeting pipeline specifications and deliver it through approximately 34 miles of pipeline directly into the northern extension of the Wattenberg Oil Trunkline and the Northeast Colorado Lateral of the Pony Express Pipeline. Crude oil gathering of production from the East Pony IDP area is subject to FERC jurisdiction. See Items 1. and 2. Business and Properties - Regulations.

To service the Mustang IDP, we gather crude oil meeting pipeline specifications and deliver it through approximately 17 miles of pipeline into the Black Diamond Milton Terminal.

To service the Greeley Crescent IDP, we gather crude oil meeting pipeline specifications for an unaffiliated third party. We deliver the gathered crude oil through approximately 45 miles of pipeline to the Grand Mesa Pipeline via the Black Diamond Lucerne Terminal and directly to the White Cliffs pipeline system (the “White Cliffs Pipeline”).

To service the Black Diamond dedication area, we gather crude oil meeting pipeline specifications and deliver it through approximately 252 miles of pipeline to various delivery points. The Black Diamond system provides access to long-haul crude oil outlets including Grand Mesa Pipeline, Saddlehorn Pipeline, White Cliffs Pipeline and Pony Express Pipeline.

Our crude oil gathering systems in the Delaware Basin include approximately 126 miles of pipeline. We gather off-spec crude oil from well pad facilities, which is delivered to various CGFs. We have five operational CGFs in the Delaware Basin. The Billy Miner I and Jesse James CGFs were completed during 2017 and the Coronado, Collier and Billy Miner Train II CGFs were completed during 2018. The CGFs stabilize the crude oil to meet pipeline specifications and deliver to downstream pipelines leaving the Delaware Basin.

As part of the Drop-Down and Simplification Transaction, we acquired an approximately 127-mile crude oil gathering system servicing production from acreage in the Delaware Basin. This crude oil gathering system gathers crude oil meeting pipeline specifications from well pad facilities and terminates at various third-party pipeline connection points.

The table below sets forth our crude oil gathering throughput for the dates indicated.



	Average Daily Throughput (Bbl/d)
	Year Ended December 31,
	2019	2018	2017
DJ Basin	182,121	143,095	61,864
Delaware Basin	49,842	34,032	7,385

Crude Oil Treating

We also operate a crude oil treating facility that services each of the IDP areas and additional wells outside of these areas. Crude oil is delivered to the facility by truck. If treatment is required, the crude oil is directed to, and received by, the treating facility to process the crude oil to meet pipeline specification. For access to the services provided at the crude oil treating facility, Noble pays monthly fees based on the number of producing vertical and horizontal wells located in the DJ Basin that are not connected to our gathering system, whether such wells fall within or outside of an IDP area.

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Index to Financial Statements

The below sets forth the number of producing vertical and horizontal wells in the DJ Basin that are not connected to our gathering system and are subject to a monthly fee as of the dates indicated.



	Number of Wells Subject to Monthly Fee
	As of December 31,
	2019	2018	2017
Producing Vertical Wells	1,001	1,257	1,753
Producing Horizontal Wells	339	406	471

Natural Gas Gathering

Our natural gas infrastructure assets in the Wells Ranch IDP consist of the Wells Ranch CGF and an approximately 54-mile natural gas pipeline system. This natural gas gathering system collects natural gas from separator facilities located at or near the wellhead and delivers the natural gas to the Wells Ranch CGF or other delivery points within the Wells Ranch IDP. We deliver the natural gas for further processing by third parties. Our Wells Ranch CGF also provides condensate separation and flash gas recovery. Condensate recovered from the natural gas that is gathered to the Wells Ranch CGF is stored on location and gas that is flashed from the crude oil is recovered, compressed and redelivered to downstream third parties with the gathered natural gas volumes.

Our natural gas infrastructure in the Mustang IDP consists of an approximately 15-mile natural gas pipeline system. This natural gas gathering system collects natural gas from separator facilities located at or near the wellhead and delivers the natural gas to delivery points within the Mustang IDP. The natural gas is then processed by third parties.

As part of the Drop-Down and Simplification Transaction, we acquired gas infrastructure in the East Pony IDP which consists of an approximately 234-mile natural gas pipeline system. This natural gas gathering system collects natural gas from the wellhead and delivers it to our Lilli and Keota gas processing plants or other third-party processing facilities.

Our natural gas infrastructure assets in the Delaware Basin consist of five CGFs as well as an approximately 104-mile natural gas pipeline system servicing production from the Delaware Basin. This natural gas gathering system collects natural gas from the wellhead from a high pressure separator and sends it to various CGFs. The CGFs dehydrate the natural gas, compress it, and send it downstream for processing.

As part of the Drop-Down and Simplification Transaction, we acquired an approximately 112-mile natural gas pipeline system servicing production from the acreage in the Delaware Basin. This natural gas gathering system collects natural gas from the wellhead and terminates at various third-party pipeline connection points.

The table below sets forth our natural gas gathering throughput for the dates indicated.



	Average Daily Throughput (MMBtu/d)
	Year Ended December 31,
	2019	2018	2017
DJ Basin	476,605	308,929	228,768
Delaware Basin	155,155	78,875	16,172

Natural Gas Processing

As part of the Drop-Down and Simplification Transaction, we acquired natural gas processing infrastructure in the DJ Basin which includes the Lilli and Keota gas processing plants connected to our gas gathering pipelines. The Lilli natural gas processing plant has an 18 MMcf/d capacity with a cryo unit and gas fired compression. The Keota natural gas processing plant has a 30 MMcf/d capacity, expandable to 45 MMcf/d with a cryo unit, truck load-out for drip condensate and electricity driven compression. The processing plants compress the natural gas, remove contaminants and separate the natural gas into individual natural gas liquids (“NGL”) components. The natural gas and NGL components are then transferred to third-party pipelines.

The table below sets forth our natural gas processing throughput for the dates indicated.



	Average Daily Throughput (MMBtu/d)
	Year Ended December 31,
	2019	2018	2017
DJ Basin	50,039	61,766	49,531

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Index to Financial Statements

Produced Water Gathering

Our produced water gathering system in the Wells Ranch IDP gathers and processes liquids produced from operations and consists of a combination of separation and storage facilities, permanent pipelines, as well as pumps to transport produced water to disposal facilities. We operate an approximately 83-mile gathering pipeline system (which is a shared crude oil and produced water gathering pipeline) servicing the Wells Ranch IDP. At the Wells Ranch CGF, the incoming crude oil and produced water liquid stream is separated, stored, and treated before the produced water is delivered to a third-party pipeline for disposal.

Our produced water gathering system in the Mustang IDP gathers liquids produced from operations and consists of a combination of pumps and permanent pipelines to transport produced water to third-party disposal facilities. We operate an approximately 34-mile gathering pipeline system servicing the Mustang IDP.

Our produced water gathering system in the Greeley Crescent IDP gathers liquids produced from operations and consists of a combination of pumps and permanent pipelines to transport produced water to third-party disposal facilities. We operate an approximately 31-mile gathering pipeline system servicing the Greeley Crescent IDP.

Our produced water gathering system in the Delaware Basin gathers and processes liquids produced from operations and consists of stabilization facilities, and permanent pipelines, as well as pumps to transport produced water to third-party disposal facilities. We operate an approximately 118-mile gathering pipeline system servicing the Delaware Basin. At our CGFs, the incoming produced water is skimmed and pumped downstream to disposal wells.

As part of the Drop-Down and Simplification Transaction, we acquired an approximately 120-mile produced water gathering system servicing production from acreage in the Delaware Basin. This system gathers produced water to transport to third-party disposal locations.

We enter into and manage contracts with third-party providers for certain produced water services that we do not perform ourselves.

The table below sets forth our produced water gathering throughput for the dates indicated.



	Average Daily Throughput (Bbl/d)
	Year Ended December 31,
	2019	2018	2017
DJ Basin	39,629	29,903	16,435
Delaware Basin	148,886	91,312	20,930

Fresh Water Delivery

Our fresh water services include distribution and storage services that are integral to our customers’ drilling and completion operations. Our fresh water systems in the DJ Basin contain an approximately 70-mile fresh water distribution system made up of buried pipelines, nine miles of which service the East Pony IDP, 22 miles of which service the Wells Ranch IDP, 12.5 miles which service the Mustang IDP, and 26 miles of which serve the Greeley Crescent IDP. In addition, our fresh water systems include fresh water storage facilities in the Wells Ranch IDP, East Pony IDP, and Mustang IDP, as well as temporary pipelines and pumping stations to transport fresh water throughout the pipeline networks. These systems are designed to deliver water on demand to hydraulic fracturing operations and reduce the costs of transporting water long distances by reducing or eliminating most trucking costs. The fresh water systems provide storage capacity that segregates raw fresh water from produced water that has been treated.

We do not own or hold title to the water nor do we own or operate fresh water sources, but instead our services are focused on the storage and distribution of the fresh water delivered to us by our customers.

The table below sets forth our fresh water delivery services throughput for the dates indicated.



	Average Daily Throughput (Bbl/d)
	Year Ended December 31,
	2019	2018	2017
DJ Basin	164,524	175,754	155,990

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Index to Financial Statements

Investments in Midstream Entities

Our Investments in Midstream Entities reportable segment includes our investments in Advantage, Delaware Crossing, EPIC Y-Grade, EPIC Crude and White Cliffs.

Advantage

We own a 50% interest in Advantage. We serve as the operator of the Advantage system, which includes a 70-mile crude oil pipeline in the Southern Delaware Basin from Reeves County, Texas to Crane County, Texas, with a capacity of 200 MBbl/d and 490,000 barrels of storage capacity.

Delaware Crossing

Delaware Crossing is constructing a 95-mile pipeline system that will originate in Pecos County, Texas, and have additional connections in Reeves County and Winkler County, Texas. The project footprint will be served by a combination of in-field crude oil gathering lines and a trunkline to a hub in Wink, Texas. The project is underpinned by approximately 210,000 dedicated gross acres and nearly 100 miles of pipeline in Pecos, Reeves, Ward and Winkler Counties, Texas. The pipeline is expected to be operational in the first quarter of 2020.

EPIC Crude

EPIC Crude is constructing an approximately 700-mile pipeline with a capacity of 600 MBbl/d from the Delaware Basin to the Gulf Coast. EPIC Crude’s petition for declaratory order seeking approval of its rates and terms and conditions of its tariff was approved by the Federal Energy Regulatory Commission (“FERC”) on April 12, 2019. Construction on the project is anticipated to be complete in the first quarter of 2020.

EPIC Y-Grade

EPIC Y-Grade is constructing an approximately 700-mile pipeline linking NGL reserves in the Permian Basin and Eagle Ford Shale to Gulf Coast refiners, petrochemical companies, and export markets. The pipeline will have a throughput capacity of approximately 440 MBbl/d with multiple origin points. Interim crude services commenced during the third quarter of 2019.

White Cliffs

We own a 3.33% interest in White Cliffs (the “White Cliffs Interest”). The White Cliffs Pipeline consists of two 527-mile pipelines, one for crude oil transport and one that is currently being converted to NGL service, that extend from the DJ Basin to Cushing, Oklahoma, with a capacity of approximately 215,000 Bbl/d.

Corporate

Our Corporate segment includes all general Partnership activity and expenses not attributable to our operating subsidiaries. This includes primarily expenses related to debt, such as interest and other debt-related costs, legal and financial advisory expenses and general and administrative expenses, including the annual general and administrative fee we pay to Noble for certain administrative and operational support services provided to us.

Regulations

The midstream services we provide are subject to regulations that may affect certain aspects of our business and the market for our services.

Colorado Oil and Gas Regulation

For some time, initiatives have been underway in the State of Colorado to limit or ban crude oil and natural gas exploration, development or operations. During first quarter 2019, Senate Bill 19-181 (“SB 181”) was passed by the State Legislature. On April 16, 2019, the Governor signed the bill into law. The legislation makes sweeping changes in Colorado oil and gas law, including, among other matters, requiring the Colorado Oil and Gas Conservation Commission (“COGCC”) to prioritize public health and environmental concerns in its decisions, instructing the COGCC to adopt rules to minimize emissions of methane and other air contaminants, and delegating considerable new authority to local governments to regulate surface impacts. Some local communities have adopted additional restrictions for oil and gas activities, such as requiring greater setbacks, and other groups have sought a cessation of permit issuances entirely until the COGCC publishes new rules in keeping with SB 181. Additionally, certain groups have submitted new ballot proposals for the 2020 election year, including proposals for increased drilling setbacks and increased bonding requirements.

Nevertheless, at this time, we are not aware of any significant changes to Noble’s or other third-party customers’ development plans. However, if additional regulatory measures are adopted, Noble and other third-party customers in Colorado could experience delays and/or curtailment in the permitting or pursuit of their exploration, development, or production activities. Such compliance costs and delays, curtailments, limitations, or prohibitions in their development plans could result in

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decreased demand for our services, which could have a material adverse effect on our cash flows, results of operations, financial condition, and liquidity.

Safety and Maintenance Regulation

We are subject to regulation by the United States Department of Transportation (“DOT”) under multiple pipeline safety laws, including the Hazardous Liquids Pipeline Safety Act of 1979 (“HLPSA”), the Natural Gas Pipeline Safety Act of 1968 (“NGPSA”) and comparable state statutes. These regulations include potential fines and penalties for violations.

The Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011, also known as the Pipeline Safety and Job Creation Act, enacted in 2012, amended the HLPSA and NGPSA and increased safety regulation. This legislation establishes additional safety requirements for newly constructed pipelines, and requires studies of certain safety issues that could result in the adoption of new regulatory requirements for existing pipelines, including the expansion of integrity management, use of automatic and remote-controlled shut-off valves, leak detection systems, sufficiency of existing regulation of gathering pipelines, use of excess flow valves, verification of maximum allowable operating pressure, incident notification, and other pipeline-safety related requirements. The Pipeline and Hazardous Materials Safety Administration (“PHMSA”) has undertaken rulemaking to address many areas of this legislation.

For example, in October 2019, PHMSA published three final rules that create or expand reporting, inspection, maintenance, and other pipeline safety obligations. We are in the process of assessing the impact of these rules on our future costs of operations and revenues from operations. PHMSA is working on two additional rules related to gas pipeline safety that are expected to modify pipeline repair criteria and extend regulatory safety requirements to certain gathering lines in rural areas. These additional rulemakings are expected to be effective by mid-2020. The adoption of these or other regulations requiring more comprehensive or stringent safety standards could require us to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in our incurring increased operating costs that could have a material adverse effect on our results of operations or financial position.

States are largely preempted by federal law from regulating pipeline safety but may assume responsibility for enforcing intrastate pipeline regulations at least as stringent as the federal standards. The Colorado Public Utilities Commission is the agency vested with intrastate natural gas pipeline regulatory and enforcement authority in Colorado. The Colorado Public Utilities Commission’s regulations adopt by reference the minimum federal safety standards for the transportation of natural gas. We do not anticipate any significant problems in complying with applicable federal and state laws and regulations in Colorado. Our natural gas gathering pipelines have ongoing inspection and compliance programs designed to keep the facilities in compliance with pipeline safety and pollution control requirements.

In addition, we are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”), and comparable state statutes, whose purpose is to protect the health and safety of workers, both generally and within the pipeline industry. Moreover, the OSHA hazard communication standard, the Environmental Protection Agency (“EPA”) community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We and the entities in which we own an interest are also subject to OSHA process safety management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. Also, the Department of Homeland Security and other agencies such as the EPA continue to develop regulations concerning the security of industrial facilities, including crude oil and natural gas facilities. We are subject to a number of requirements and must prepare federal response plans to comply. We must also prepare risk management plans under the regulations promulgated by the EPA to implement the requirements under the Clean Air Act (“CAA”) to prevent the accidental release of extremely hazardous substances. We have an internal program of inspection designed to monitor and enforce compliance with safeguard and security requirements.

FERC and State Regulation of Natural Gas and Crude Oil Pipelines

The FERC’s regulation of crude oil and natural gas pipeline transportation services and natural gas sales in interstate commerce affects certain aspects of our business and the market for our products and services.

Natural Gas Gathering Pipeline Regulation

Section 1(b) of the Natural Gas Act of 1938 (“NGA”) exempts natural gas gathering facilities from the jurisdiction of the FERC under the NGA. We believe that our natural gas gathering facilities meet the traditional tests the FERC has used to establish a pipeline’s status as a gathering pipeline and therefore our natural gas gathering facilities should not be subject to FERC jurisdiction. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services has been the subject of frequent litigation and varying interpretations and the FERC determines whether facilities are gathering facilities on a case by case basis, so the classification and regulation of our gathering facilities may be subject to change based on future determinations by the FERC, the courts, or Congress. If the FERC were to determine that some or all of our gathering facilities or the services provided by us are not exempt from FERC regulation, the rates for, and

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terms and conditions of, services provided by such facilities would be subject to regulation by the FERC, which could in turn decrease revenue, increase operating costs, and depending upon the facility in question, adversely affect our results of operations and cash flows.

The Energy Policy Act of 2005 (“EPAct 2005”) amended the NGA to add an anti-market manipulation provision. Pursuant to the FERC’s rules promulgated under EPAct 2005, it is unlawful for any entity, directly or indirectly, in connection with the purchase or sale of natural gas subject to the jurisdiction of the FERC, or the purchase or sale of transportation services subject to FERC jurisdiction: (1) to use or employ any device, scheme or artifice to defraud; (2) to make any untrue statement of material fact or omit a material fact; or (3) to engage in any act or practice that operates as a fraud or deceit upon any person. EPAct 2005 provided the FERC with substantial enforcement authority, including the power to assess civil penalties of up to $1,291,894 per day per violation, to order disgorgement of profits and to recommend criminal penalties. Failure to comply with the NGA, EPAct 2005 and the other federal laws and regulations governing our business can result in the imposition of administrative, civil and criminal penalties.

Colorado regulation of gathering facilities includes various safety, environmental and ratable take requirements. Our purchasing, gathering and intrastate transportation operations are subject to Colorado’s ratable take statute, which provides that each person purchasing or taking for transportation crude oil or natural gas from any owner or producer shall purchase or take ratably, without discrimination in favor of any owner or producer over any other owner or producer in the same common source of supply offering to sell his crude oil or natural gas produced therefrom to such person. This statute has the effect of restricting our right as an owner of gathering facilities to decide with whom we contract to transport natural gas. The ratable take statute is in the enabling legislation of the COGCC.

The COGCC regulations require operators of natural gas gathering lines to file several forms and provide financial assurance, and they also impose certain requirements on gathering system waste. Moreover, the COGCC retains authority to regulate the installation, reclamation, operation, maintenance, and repair of gathering systems should the agency choose to do so. Should the COGCC exercise this authority, the consequences for the Partnership will depend upon the extent to which the authority is exercised. We cannot predict what effect, if any, the exercise of such authority might have on our operations.

Our natural gas gathering facilities are not subject to rate regulation or open access requirements by the Colorado Public Utilities Commission. However, the Colorado Public Utilities Commission requires us to register as pipeline operators, pay assessment and registration fees, undergo inspections and report annually on the miles of pipeline we operate.

Crude Oil Pipeline Regulation

Pipelines that transport crude oil in interstate commerce are subject to regulation by the FERC pursuant to the Interstate Commerce Act (“ICA”), the Energy Policy Act of 1992, and related rules and orders. The ICA requires, among other things, that tariff rates for common carrier crude oil pipelines be “just and reasonable” and not unduly discriminatory and that such rates and terms and conditions of service be filed with the FERC. The ICA permits interested persons to challenge proposed new or changed rates. The FERC is authorized to suspend the effectiveness of such rates for up to seven months. If the FERC finds that the new or changed rate is unlawful, it may require the carrier to pay refunds for the period that the rate was in effect. The FERC may also investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint. The rates charged for crude oil pipeline services are generally increased annually based on a FERC-approved indexing methodology, which allows a pipeline to charge rates up to a prescribed ceiling that changes annually based on the year-to-year change in the Producer Price Index, or PPI. A rate increase within the indexed rate ceiling is presumed to be just and reasonable unless a protesting party can demonstrate that the rate increase is substantially in excess of the pipeline’s operating costs. During the five-year period commencing July 1, 2011 and ending June 30, 2016, pipelines have been permitted by the FERC to adjust these indexed rate ceilings annually by the PPI plus 2.65%. On December 17, 2015, the FERC issued an order establishing a new index level of PPI plus 1.23% for the five-year period commencing July 1, 2016. As an alternative to this indexing methodology, pipelines may also choose to support changes in their rates based on a cost-of-service methodology, by obtaining advance approval to charge “market-based rates,” or by charging “settlement rates” agreed to by all affected shippers.

Currently, we operate multiple pipeline gathering systems that transport crude oil in interstate commerce. We have been granted a temporary waiver of the tariff and reporting requirements for these crude oil gathering systems. Therefore, currently the FERC’s regulation of these crude oil gathering systems is limited to requiring us to maintain our books and records consistent with the FERC’s record keeping requirements. The classification and regulation of these crude oil gathering pipelines are subject to change based on changed circumstances on the pipeline or on future determinations by the FERC, federal courts, Congress or by regulatory commissions, courts or legislatures in the states in which our crude oil gathering pipelines are located. If it is determined that some or all of our crude oil gathering pipeline systems are subject to the FERC’s jurisdiction under the ICA, and are not otherwise exempt from any applicable regulatory requirements, such systems could be subject to

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cost-of-service rates and common carrier requirements that could adversely affect the results of our operations on and revenues associated with those systems.

In addition, we own interests in other crude oil gathering pipelines that do not provide interstate services and are not subject to regulation by the FERC. These pipelines regulated by the Railroad Commission of Texas (the “RRC”), and have common-carrier pipeline tariffs on file with the RRC. However, the distinction between FERC-regulated interstate pipeline transportation, on the one hand, and intrastate pipeline transportation, on the other hand, is a fact-based determination. The classification and regulation of these crude oil gathering pipelines are subject to change based on future determinations by the FERC, federal courts, Congress or by regulatory commissions, courts or legislatures in the states in which our crude oil gathering pipelines are located. We cannot provide assurance that the FERC will not in the future, either at the request of other entities or on its own initiative, determine that some or all of our gathering pipeline systems and the services we provide on those systems are within the FERC’s jurisdiction. If it was determined that some or all of our gathering pipeline systems are subject to the FERC’s jurisdiction under the ICA, and are not otherwise exempt from any applicable regulatory requirements, the imposition of possible cost-of-service rates and common carrier requirements on those systems could adversely affect the results of our operations on and revenue associated with those systems.

Other Crude Oil and Natural Gas Regulation

The State of Colorado is engaged in a number of initiatives that may impact our operations directly or indirectly. Noble has been an active industry participant in discussions with local governments in Colorado, civic entities, and environmental organizations on initiatives relating to oil and gas development in communities, which discussions can directly or indirectly affect public policy relating to midstream services. We continue to monitor proposed and new regulations and legislation in all our operating jurisdictions to assess the potential impact on our company.

Environmental Matters

General

Our gathering pipelines, crude oil treating facilities and produced water facilities are subject to certain federal, state and local laws and regulations governing the emission or discharge of materials into the environment or otherwise relating to the protection of the environment.

As an owner or operator of these facilities, we comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact our business activities in many ways, such as:

•requiring the acquisition of permits to conduct regulated activities;

•restricting the way we can handle or dispose of our materials or wastes;


•	limiting or prohibiting construction, expansion, modification and operational activities based on National Ambient Air Quality Standards (“NAAQS”) and in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered species;


•	requiring remedial action to mitigate pollution conditions caused by our operations or attributable to former operations;


•	enjoining, or compelling changes to, the operations of facilities deemed not to be in compliance with permits issued pursuant to such environmental laws and regulations;


•	requiring noise, lighting, visual impact, odor or dust mitigation, setbacks, landscaping, fencing and other measures; and


•	limiting or restricting water use.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements and the issuance of orders enjoining current and future operations. Certain environmental statutes impose strict joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed or otherwise released.

Climate Change and Air Quality Standards

Our operations are subject to the CAA and comparable state and local requirements. The CAA contains provisions that may result in the imposition of certain pollution control requirements with respect to air emissions from our operations. We may be required to incur certain capital expenditures for air pollution control equipment in connection with maintaining or obtaining pre-construction and operating permits and approvals addressing other air emission-related issues.

In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, following the U.S. Supreme Court finding that greenhouse gas (“GHG”) emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, implement New Source Performance Standards directing the reduction of

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methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, and together with the DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States. Following the change in presidential administrations, there have been attempts to modify certain of these regulations, and litigation is ongoing.

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of GHG emissions. At the international level, there is a non-binding agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020, although the United States has announced its withdrawal from such agreement, effective November 4, 2020. The adoption and implementation of new or more stringent legislation or regulations could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.

Concern over the threat of climate change may also result in political action deleterious to our interests. For example, various pledges to curtail oil and gas operations have been made by candidates running for the Democratic nomination for President of the United States in 2020. Separately, increased attention to climate change risks has increased the possibility of claims brought by public and private entities against oil and gas companies in connection with their GHG emissions. While courts have generally declined to assign direct liability for climate change to large sources of GHG emissions, new claims for damages and increased government scrutiny, especially from state and local governments, will likely continue. Moreover, to the extent societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to the company’s causation of or contribution to the asserted damage, or to other mitigating factors.

There are also increasing financial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. Additionally, the lending practices of institutional lenders have been the subject of intensive lobbying efforts in recent years, oftentimes public in nature, by environmental activists, proponents of the international Paris Agreement, and foreign citizenry concerned about climate change not to provide funding for fossil fuel producers. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Hazardous Substances and Waste

Our operations are subject to environmental laws and regulations relating to the management and release of hazardous substances or solid wastes, including petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas at a facility where hazardous substances may have been released or disposed. For instance, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the Superfund law, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred and companies that disposed or arranged for the disposal of the hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. Despite the “petroleum exclusion” of CERCLA Section 101(14) that currently encompasses crude oil and natural gas, we may nonetheless handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of our ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

We also generate solid wastes, including hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain petroleum production wastes are excluded from RCRA’s hazardous waste regulations. However, it is possible that these wastes, which could include wastes currently generated during our operations, will in the future be designated as hazardous wastes and therefore be subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations could have a material adverse effect on our maintenance capital expenditures and operating expenses.

We currently own or lease properties where petroleum hydrocarbons are being or have been handled for many years. Although we have utilized operating and disposal practices that were standard in the industry at the time, petroleum

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hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by us or on or under the other locations where these petroleum hydrocarbons and wastes have been taken for treatment or disposal. In addition, certain of these properties have been operated by third parties whose treatment and disposal or release of petroleum hydrocarbons or other wastes was not under our control. These properties and wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) or to perform remedial operations to prevent future contamination. We are not currently aware of any facts, events or conditions relating to the application of such requirements that could reasonably have a material impact on our operations or financial condition.

Water

The Federal Water Pollution Control Act of 1972, also referred to as the Clean Water Act (“CWA”), and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into navigable waters. Pursuant to the CWA and analogous state laws, permits must be obtained to discharge pollutants into state and federal waters. Provisions of the CWA require authorization from the U.S. Army Corps of Engineers (the “Corps”) prior to the placement of dredge or fill material into jurisdictional waters. On June 29, 2015, the EPA and the Corps published the final rule defining the scope of the EPA’s and Corps’ jurisdiction, known as the “Clean Water Rule.” Following the change in U.S. Presidential Administrations, there have been several attempts to modify or eliminate this rule. Most recently, in September 2019, the EPA and Corps rescinded the 2015 Clean Water Rule. Legal challenges have occurred for both the 2015 rule and the 2019 rescission. As a result, the scope of jurisdiction under the CWA is uncertain at this time. To the extent a rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.

The CWA also requires implementation of spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of threshold quantities of crude oil. In some instances, we may also be required to develop a facility response plan that demonstrates our facility’s preparedness to respond to a worst-case crude oil discharge. The CWA imposes substantial potential civil and criminal penalties for non-compliance. The EPA has promulgated regulations that require us to have permits in order to discharge certain types of stormwater. The EPA recently issued a revised general stormwater permit for industrial activities that, among other things, enhances provisions related to threatened endangered species eligibility procedures. The EPA has entered into agreements with certain states in which we operate whereby the permits are issued and administered by the respective states. These permits may require us to monitor and sample the stormwater discharges. State laws for the control of water pollution also provide varying civil and criminal penalties and liabilities.

The Oil Pollution Act of 1990 (“OPA”) addresses prevention, containment and cleanup, and liability associated with crude oil pollution. OPA applies to vessels, offshore platforms, and onshore facilities, including terminals, pipelines, and transfer facilities. OPA subjects owners of such facilities to strict liability for containment and removal costs, natural resource damages, and certain other consequences of crude oil spills into jurisdictional waters. Any unpermitted release of petroleum or other pollutants from our operations could result in government penalties and civil liability under OPA.

Colorado Water Quality Control Act

In January 2017, we received a Notice of Violation/Cease and Desist Order (“NOV/CDO”), advising us of alleged violations of the Colorado Water Quality Control Act (“CWQCA”), and its implementing regulations as it relates to construction activities associated with oil and gas exploration and/or production within our Wells Ranch IDP located in Weld County, Colorado, or applicable permit (“Permit”). The NOV/CDO further ordered us to cease and desist from all violations of the CWQCA, the regulations and the Permit and to undertake certain corrective actions. In October 2019, we resolved by Compliance Order on Consent (“COC”) with the Colorado Department of Public Health & Environment allegations of noncompliance with the CWQCA relating to the Permit. The COC required us to pay a penalty of $26,000 and to contribute $53,000 toward a State-managed supplemental environmental project. The resolution of this action did not have a material adverse effect on our financial position, results of operations or cash flows.

Hydraulic Fracturing

We do not conduct hydraulic fracturing operations, but substantially all of Noble’s crude oil and natural gas production on our dedicated acreage is developed from unconventional sources, such as shale, that require hydraulic fracturing as part of the completion process. The majority of our fresh water services business is related to the storage and transportation of water for use in hydraulic fracturing. Hydraulic fracturing is a well stimulation process that utilizes large volumes of water and sand combined with fracturing chemical additives that are pumped into a well at high pressure to crack open previously impenetrable rock to release hydrocarbons. Hydraulic fracturing is typically regulated by state oil and gas commissions and similar agencies. Some states and local governments, including those in which we operate, have adopted, and other states are considering adopting, regulations that could impose more stringent chemical disclosure or well construction requirements on hydraulic fracturing operations, or otherwise seek to ban some or all of these activities. For example, in Colorado, state ballot

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and other regulatory initiatives have been proposed from time to time to impose additional restrictions or bans on hydraulic fracturing or other facets of crude oil and natural gas exploration, production or related activities. Any new limitations or prohibitions on oil and gas exploration and production activities could result in decreased demand for our midstream services and have a material adverse effect on our cash flows, results of operations, financial condition, and liquidity. At the federal level, however, several agencies have asserted jurisdiction over certain aspects of the hydraulic fracturing process. For example, the EPA, has moved forward with various regulatory actions, including the issuance of new regulations requiring green completions for hydraulically fractured wells, and emission requirements for certain midstream equipment. Also, in June 2016, the EPA finalized rules which prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants. Certain environmental groups have also suggested that additional laws may be needed to more closely and uniformly regulate the hydraulic fracturing process. We cannot predict whether any such legislation will be enacted and if so, what its provisions would be. Additional levels of regulation and permits required through the adoption of new laws and regulations at the federal, state or local level could lead to delays, increased operating costs and process prohibitions that could reduce the volumes of crude oil and natural gas that move through our gathering systems and decrease demand for our water services, which in turn could materially adversely impact our revenues.

Title to Our Properties

Many of our real estate interests in land were acquired pursuant to easements, rights-of-way, permits, surface use agreements, joint use agreements, licenses and other grants or agreements from landowners, lessors, easement holders, governmental authorities, or other parties controlling the surface or subsurface estates of such land, or, collectively, Real Estate Agreements, that were issued to or entered into by Noble, one of its affiliates or one of its predecessors-in-interest and transferred to us in December of 2015. Since that time, we have been acquiring additional Real Estate Agreements in our own name or by transfer from Noble. The Real Estate Agreements and related interests that we have taken by assignment were acquired without any material challenge known to us relating to the title to the land upon which the assets are located, and we believe that we have satisfactory rights and interests to conduct our operations on such lands. We have no knowledge of any challenge to the underlying title of any material real estate interests held by us or to our title to any material real property agreements, and we believe that we have satisfactory title to all of our material real estate interests.

We hold various rights and interests to receive, deliver and handle water in connection with Noble’s production operations, or, collectively, Water Interests, that also were obtained by Noble or its predecessor in interest and transferred to us. Pursuant to these Water Interests, Noble retains title to the water. We are not aware of any challenges to any Water Interests or to the use of any water or water rights related to Water Interests. With respect to our third-party customer, we will not take title to the water that we handle and will only have the right to receive, deliver and handle such water.

Under our omnibus agreement, Noble will indemnify us for any failure to have certain real estate interests, Real Estate Agreements or Water Interests necessary to own and operate our assets in substantially the same manner that they were owned and operated prior to the closing of the initial public offering (“IPO”). Noble’s indemnification obligation will be limited to losses for which we notify Noble prior to the third anniversary of the closing of the IPO and will be subject to a $500,000 aggregate deductible before we are entitled to indemnification.

Seasonality

Demand for crude oil and natural gas generally decreases during the spring and fall months and increases during the summer and winter months. However, seasonal anomalies such as mild winters or mild summers sometimes lessen this fluctuation. In addition, certain crude oil and natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also lessen seasonal demand fluctuations. With respect to our completed midstream systems, we do not expect seasonal conditions to have a material impact on our throughput volumes. Severe or prolonged winters may, however, impact our ability to complete additional well connections or construction projects, which may impact the rate of our growth. In addition, severe weather may also impact or slow the ability of Noble and other customers to execute their drilling and development plans and increase operating expenses associated with repairs or anti-freezing operations.

Customers

For the year ended December 31, 2019, revenues from Noble and its affiliates comprised 81% and 59% of our midstream services revenues and total revenues, respectively. There were no individually significant revenues from a third-party in 2019.

For the year ended December 31, 2018, revenues from Noble and its affiliates comprised 81% and 61% of our midstream services revenues and total revenues, respectively. Revenues from a single third-party customer comprised 66% and 17% of our crude oil sales revenues and total revenues, respectively.

For the year ended December 31, 2017, revenues from Noble and its affiliates comprised 94% of both of our midstream services revenues and total revenues. There were no individually significant revenues from a third-party in 2017.

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Competition

As a result of our relationship with Noble and the long-term dedications to our midstream assets, we do not compete with other midstream companies to provide Noble with midstream services to its existing upstream assets in Weld County, Colorado, and we will not compete for Noble’s business as it continues to develop upstream production in Weld County, Colorado.

However, in the Delaware Basin, Noble is currently using third-party service providers for certain midstream services, and Noble will continue using the third-party service providers until the expiration or termination of certain pre-existing dedications to those third-party service providers. After the expiration of such dedications, we will not compete for Noble’s business in the Delaware Basin. However, we will face competition in providing services on the acreage that is subject to our ROFR rights because Noble is only required to dedicate such acreage to us if we are able to offer services to Noble on the same or better terms as the applicable third-party service provider.

As we continue to expand our midstream services, we will face a high level of competition, including major integrated crude oil and natural gas companies, interstate and intrastate pipelines, and companies that gather, compress, treat, process, transport, store or market natural gas. As we seek to continue to provide midstream services to additional third-party producers, we will also face a high level of competition. Competition is often the greatest in geographic areas experiencing robust drilling by producers and during periods of high commodity prices for crude oil, natural gas or NGLs.

Employees

The officers of our general partner, Noble Midstream GP LLC (“General Partner”) manage our operations and activities. All of the employees required to conduct and support our operations are employed by Noble and are subject to the operational services and secondment agreement and omnibus agreement that we entered into with Noble. As of December 31, 2019, Noble employed approximately 240 people who provide direct support to our operations pursuant to the operational services and secondment agreement and omnibus agreement.

Office

The principal office of our Partnership is located at 1001 Noble Energy Way, Houston, Texas 77070.

Insurance

Our business is subject to all of the inherent and unplanned operating risks normally associated with the gathering and treating of water, crude oil and natural gas and the distribution and storage of water. Such risks include weather, fire, explosion, pipeline disruptions and mishandling of fluids, any of which could result in damage to, or destruction of, gathering and storage facilities and other property, environmental pollution, injury to persons or loss of life. As protection against financial loss resulting from many, but not all of these operating hazards, pursuant to the terms of the omnibus agreement, we have insurance coverage, including certain physical damage, business interruption, employer’s liability, third-party liability and worker’s compensation insurance. Our General Partner believes this insurance is appropriate and consistent with industry practice. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices. Our insurance coverage is purchased through a captive insurance company that is an affiliate of Noble. Most of this captive insurance is reinsured into the commercial market. To the extent Noble experiences covered losses under the excess liability insurance policies, the limit of our coverage for potential losses may be decreased.

Available Information

Our Common Units are listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NBLX.” Our website is www.nblmidstream.com. We make our periodic reports and other information filed with or furnished to the U.S. Securities and Exchange Commission, or SEC, available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Alternatively, you may access these reports at the SEC’s website at www.sec.gov. Information on our website or any other website is not incorporated by reference into this Annual Report and does not constitute a part of this Annual Report.

Our Audit Committee charter is also posted on our website under “About Us – Corporate Governance” and is available in print upon request made by any unitholder to the Investor Relations Department. Copies of our Code of Conduct and Code of Ethics for Financial Officers, or the Codes, are also posted on our website under the “Corporate Governance” section. Within the time period required by the SEC and Nasdaq, as applicable, we will post on our website (www.nblmidstream.com/about-us/corporate-governance/) any modifications to the Codes and any waivers applicable to senior officers as defined in the applicable Code, as required by the Sarbanes-Oxley Act of 2002.

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Item 1A. Risk Factors

Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the following risk factors and all other information set forth in this Annual Report.

If any of the following risks were to occur, our business, financial condition, results of operations, cash flows and ability to make cash distributions could be materially adversely affected. In that case, the trading price of our Common Units could decline, and you could lose all or part of your investment.

Risks Related to Our Business

We derive a substantial portion of our revenue from Noble. If Noble changes its business strategy, alters its current drilling and development plan on our dedicated acreage, or otherwise significantly reduces the volumes of crude oil, natural gas, produced water or fresh water with respect to which we perform midstream services, our revenue would decline and our business, financial condition, results of operations, cash flows and ability to make distributions to our unitholders would be materially and adversely affected.

A substantial portion of our commercial agreements are with Noble or its affiliates. Accordingly, because we derive a substantial portion of our revenue from our commercial agreements with Noble, we are subject to the operational and business risks of Noble, the most significant of which include the following:


•	a reduction in or slowing of Noble’s drilling and development plan on our dedicated acreage, which would directly and adversely impact demand for our midstream services;


•	the volatility of crude oil, natural gas and NGL prices, which could have a negative effect on Noble’s drilling and development plan on our dedicated acreage or Noble’s ability to finance its operations and drilling and completion costs on our dedicated acreage;


•	the availability of capital on an economic basis to fund Noble’s exploration and development activities;


•	drilling and operating risks, including potential environmental liabilities, associated with Noble’s operations on our dedicated acreage;


•	downstream processing and transportation capacity constraints and interruptions, including the failure of Noble to have sufficient contracted processing or transportation capacity; and


•	adverse effects of increased or changed governmental and environmental regulation or enforcement of existing regulation.

In addition, we are indirectly subject to the business risks of Noble generally and other factors, including, among others:


•	Noble’s financial condition, credit ratings, leverage, market reputation, liquidity and cash flows;


•	Noble’s ability to maintain or replace its reserves;


•	adverse effects of governmental and environmental regulation on Noble’s upstream operations; and


•	losses from pending or future litigation.

Further, we have no control over Noble’s business decisions and operations, and Noble is under no obligation to adopt a business strategy that is favorable to us. Thus, we are subject to the risk of cancellation of planned development, breach of commitments with respect to future dedications; and other non-payment or non-performance by Noble, including with respect to our commercial agreements, which do not contain minimum volume commitments. Noble is currently conducting development drilling activities in both the DJ and Delaware Basins. A decrease in development drilling and completion activities on our dedicated acreage could result in lower throughput on our midstream infrastructure. Furthermore, we cannot predict the extent to which Noble’s businesses would be impacted if conditions in the energy industry were to deteriorate nor can we estimate the impact such conditions would have on Noble’s ability to execute its drilling and development plan on our dedicated acreage or to perform under our commercial agreements. Any material non-payment or non-performance by Noble under our commercial agreements would have a significant adverse impact on our business, financial condition, results of operations and cash flows and could therefore materially adversely affect our ability to make cash distributions to our unitholders. Our long-term commercial agreements with Noble carry initial terms for 15 years, and there is no guarantee that we will be able to renew or replace these agreements on equal or better terms, or at all, upon their expiration. Our ability to renew or replace our commercial agreements following their expiration at rates sufficient to maintain our current revenues and cash flows could be adversely affected by activities beyond our control, including the activities of our competitors and Noble.

In addition to our commercial agreements with Noble, we provide midstream services and crude oil sales for unaffiliated, non-investment grade third-party customers. We may engage in significant business with new third-party customers or enter into material commercial contracts with customers for which we do not have material commercial arrangements or commitments today and who may not have investment grade credit ratings. Each of the risks indicated above applies to our current third-party customers and to the extent we derive substantial income from or commit to capital projects to service new or existing customers, each of the risks indicated above would apply to such arrangements and customers.

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In the event any customer, including Noble, elects to sell acreage that is dedicated to us to a third party, the third party’s financial condition could be materially worse than the customer with whom we have contracted, and thus we could be subject to the nonpayment or nonperformance by the third party.

The third party may be subject to its own operating and regulatory risks, which increases the risk that it may default on its obligations to us. Any material nonpayment or nonperformance by the third party could reduce our ability to make distributions to our unitholders.

We may not generate sufficient distributable cash flow to enable us to make quarterly distributions to our unitholders at our current distribution rate.

We may not generate sufficient distributable cash flow to enable us to make quarterly distributions at our current distribution rate.

The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things:


•	the volumes of natural gas we gather or process, the volumes of crude oil we gather and sell, the volumes of produced water we collect, clean or dispose of and the volumes of fresh water we distribute and store and the number of wells that have access to our crude oil treating facilities;


•	market prices of crude oil, natural gas and NGLs and their effect on our customers’ drilling and development plans on our dedicated acreage and the volumes of hydrocarbons that are produced on our dedicated acreage and for which we provide midstream services;


•	our customers’ ability to fund their drilling and development plans on our dedicated acreage;


•	downstream processing and transportation capacity constraints and interruptions, including the failure of our customers to have sufficient contracted processing or transportation capacity;


•	the levels of our operating expenses, maintenance expenses and general and administrative expenses;


•	regulatory action affecting: (i) the supply of, or demand for, crude oil, natural gas, NGLs and water, (ii) the rates we can charge for our midstream services, (iii) the terms upon which we are able to contract to provide our midstream services, (iv) our existing gathering and other commercial agreements or (v) our operating costs or our operating flexibility;


•	the rates we charge third parties for our midstream services;


•	prevailing economic conditions; and


•	adverse weather conditions.

In addition, the actual amount of distributable cash flow that we generate will also depend on other factors, some of which are beyond our control, including:


•	the level and timing of our capital expenditures;


•	our debt service requirements and other liabilities;


•	our ability to borrow under our debt agreements to fund our capital expenditures and operating expenditures and to pay distributions;


•	fluctuations in our working capital needs;


•	restrictions on distributions contained in any of our debt agreements;


•	the cost of acquisitions, if any;


•	the fees and expenses of our General Partner and its affiliates (including Noble) that we are required to reimburse;


•	the amount of cash reserves established by our General Partner; and


•	other business risks affecting our cash levels.

Because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase hydrocarbon throughput volumes on our midstream systems, which depends on our customers’ levels of development and completion activity on our dedicated acreage.

The level of crude oil and natural gas volumes handled by our midstream systems depends on the level of production from crude oil and natural gas wells dedicated to our midstream systems, which may be less than expected and which will naturally decline over time. In order to maintain or increase throughput levels on our midstream systems, we must obtain production from wells completed by Noble and any third-party customers on acreage dedicated to our midstream systems or execute agreements with other third parties in our areas of operation.

We have no control over Noble’s or other producers’ levels of development and completion activity in our areas of operation, the amount of reserves associated with wells connected to our systems or the rate at which production from a well declines. In addition, we have no control over Noble or other producers or their exploration and development decisions, which may be affected by, among other things:

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•	the availability and cost of capital;


•	prevailing and projected crude oil, natural gas and NGL prices;


•	demand for crude oil, natural gas and NGLs;


•	levels of reserves;


•	geologic considerations;


•	changes in the strategic importance our customers assign to development in the DJ Basin or the Delaware Basin as opposed to their other operations, which could adversely affect the financial and operational resources our customers are willing to devote to development of our dedicated acreage;


•	increased levels of taxation related to the exploration and production of crude oil, natural gas and NGLs in our areas of operation;


•	environmental or other governmental regulations, including the availability of permits, the regulation of hydraulic fracturing and a governmental determination that multiple facilities are to be treated as a single source for air permitting purposes; and


•	the costs of producing crude oil, natural gas and NGLs and the availability and costs of drilling rigs and other equipment.

Due to these and other factors, even if reserves are known to exist in areas served by our midstream assets, producers, including Noble, may choose not to develop those reserves. If producers choose not to develop their reserves, or they choose to slow their development rate, in our areas of operation, utilization of our midstream systems will be below anticipated levels. Our inability to provide increased services resulting from reductions in development activity, coupled with the natural decline in production from our current dedicated acreage, would result in our inability to maintain the then-current levels of utilization of our midstream assets, which could materially adversely affect our business, financial condition, results of operations, cash flows and ability to make cash distributions.

If our customers do not maintain their drilling activities on our dedicated acreage, the demand for our fresh water services could be reduced, which could have a material adverse effect on our results of operations, cash flows and ability to make distributions to our unitholders.

The fresh water services we provide to our customers assist in their drilling activities. If our customers do not maintain their drilling activities on our dedicated acreage, their demand for our fresh water services will be reduced regardless of whether we continue to provide our other midstream services on their production. If the demand for our fresh water services declines for this or any other reason, our results of operations, cash flows and ability to make distributions to our unitholders could be materially adversely affected.

Our midstream assets are currently primarily located in the DJ Basin in Colorado and the Delaware Basin in Texas, making us vulnerable to risks associated with operating in a limited geographic area.

As a result of this concentration, we will be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in these areas caused by governmental regulation, market limitations, water shortages, drought related conditions or other weather-related conditions or interruption of the processing or transportation of crude oil and natural gas. If any of these factors were to impact the DJ Basin or Delaware Basin more than other producing regions, our business, financial condition, results of operations and ability to make cash distributions could be adversely affected relative to other midstream companies that have a more geographically diversified asset portfolio.

We cannot predict the rate at which our customers will develop acreage that is dedicated to us or the areas they will decide to develop.

Our acreage dedication and commitments from our customers cover midstream services in a number of areas that are at the early stages of development, in areas that our customers are still determining whether to develop and in areas where we may have to acquire operating assets from third parties. In addition, our customers own acreage in areas that are not dedicated to us. We cannot predict which of these areas our customers will determine to develop and at what time. Our customers may decide to explore and develop areas where the acreage is not dedicated to us. Our customers’ decisions to develop acreage that is not dedicated to us may adversely affect our business, financial condition, results of operations, cash flows and ability to make cash distributions.

While we have been granted a right of first refusal to provide midstream services on certain acreage that Noble currently owns and on all acreage that Noble acquires onshore in the U.S., portions of this acreage may be subject to preexisting dedications that may require Noble to use third parties for midstream services.

Portions of this acreage may be subject to preexisting dedications, rights of first refusal, rights of first offer and other preexisting encumbrances that require Noble to use third parties for midstream services, and, as a result, Noble may be precluded from offering us the opportunity to provide these midstream services on this acreage. Because we do not have visibility as to which acreage Noble may acquire or divest, and what existing dedications, rights of first refusal, rights of first

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offer or other overriding rights may exist on such acreage, we are unable to predict the value, if any, of our ROFR to provide midstream services on Noble’s acreage onshore in the United States.

We may not be able to economically accept an offer from Noble for us to provide services or purchase assets with respect to which we have a right of first refusal.

Noble is required to offer us, prior to contracting for such opportunity with a third party, the opportunity to provide the midstream services covered by our commercial agreements, which include crude oil gathering, natural gas gathering, produced water gathering, fresh water services and crude oil treating, as well as services of a type provided at natural gas processing plants on certain acreage located in the United States that Noble currently owns or in the future acquires or develops. In addition, Noble is required to offer us, prior to contracting for such opportunity with a third party, the ownership interest in any midstream assets that are located on the acreage for which Noble has granted us a ROFR to provide services. The acreage and assets subject to this ROFR may be located in areas far from our existing infrastructure or may otherwise be undesirable in the context of our business. In addition, we can make no assurances that the terms at which Noble offers us the opportunity to provide these services or purchase these assets will be acceptable to us. Furthermore, another midstream service provider or third party may be willing to accept an offer from Noble that we are unwilling to accept. Our inability to take advantage of the opportunities with respect to such acreage or assets could adversely affect our growth strategy or our ability to maintain or increase our cash distribution level.

We may be unable to grow by acquiring midstream assets retained, acquired or developed by Noble, which could limit our ability to increase our distributable cash flow.

Part of our strategy for growing our business and increasing distributions to our unitholders is dependent upon our ability to make acquisitions that increase our distributable cash flow. Noble is under no obligation to offer to sell us additional assets, we are under no obligation to buy any additional assets from Noble and we do not know when or if Noble will decide to make any offers to sell assets to us.

An acquisition from Noble or a third party may reduce, rather than increase, our distributable cash flow or may disrupt our business.

Even if we make acquisitions that we believe will be accretive, these acquisitions may nevertheless result in a decrease in our distributable cash flow. Any acquisition involves potential risks that may disrupt our business, including the following, among other things:


•	mistaken assumptions about volumes or the timing of those volumes, revenues or costs, including synergies;


•	an inability to successfully integrate the acquired assets or businesses;


•	the assumption of unknown liabilities;


•	exposure to potential lawsuits;


•	limitations on rights to indemnity from the seller;


•	the diversion of management’s and employees’ attention from other business concerns;


•	unforeseen difficulties operating in new geographic areas; and


•	customer or key employee losses at the acquired businesses.

We may not be able to attract dedications of additional third-party volumes, in part because our industry is highly competitive, which could limit our ability to grow and increase our dependence on Noble.

Part of our long-term growth strategy includes continuing to diversify our customer base by identifying additional opportunities to offer services to third parties in our areas of operation. To date and over the near term, a substantial portion of our revenues have been and will be earned from Noble relating to its operated wells on our dedicated acreage. Our ability to increase throughput on our midstream systems and any related revenue from third parties is subject to numerous factors beyond our control, including competition from third parties and the extent to which we have available capacity when requested by third parties. Any lack of available capacity on our systems for third-party volumes will detrimentally affect our ability to compete effectively with third-party systems for crude oil and natural gas from reserves associated with acreage other than our then-current dedicated acreage. In addition, some of our competitors for third-party volumes have greater financial resources and access to larger supplies of crude oil and natural gas than those available to us, which could allow those competitors to price their services more aggressively than we do.

Our efforts to attract additional third parties as customers may be adversely affected by our relationship with Noble and the fact that a substantial majority of the capacity of our midstream systems will be necessary to service its production on our dedicated acreage and our desire to provide services pursuant to fee-based agreements. As a result, we may not have the capacity to provide services to additional third parties and/or potential third-party customers may prefer to obtain services pursuant to other forms of contractual arrangements under which we would be required to assume direct commodity exposure. In addition, potential third-party customers who are significant producers of crude oil and natural gas may develop their own

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midstream systems in lieu of using our systems. All of these competitive pressures could have a material adverse effect on our business, results of operations, financial condition, cash flows and ability to make cash distributions to our unitholders.

To maintain and grow our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital or financing on satisfactory terms, our ability to make cash distributions may be diminished or our financial leverage could increase.

In order to maintain and grow our business, we will need to make substantial capital expenditures to fund growth capital expenditures, to purchase or construct new midstream systems, or to fulfill our commitments to service acreage committed to us by our customers. If we do not make sufficient or effective capital expenditures, we will be unable to maintain and grow our business and, as a result, we may be unable to maintain or raise the level of our future cash distributions over the long term. To fund our capital expenditures, we will be required to use cash from our operations, incur debt or sell additional Common Units or other equity securities. Using cash from our operations will reduce cash available for distribution to our unitholders. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control. Also, due to our relationship with Noble, our ability to access the capital markets, or the pricing or other terms of any capital markets transactions, may be adversely affected by any impairment to the financial condition of Noble or adverse changes in Noble’s credit ratings. Any material limitation on our ability to access capital as a result of such adverse changes to Noble could limit our ability to obtain future financing under favorable terms, or at all, or could result in increased financing costs in the future. Similarly, material adverse changes affecting Noble could negatively impact our unit price, limiting our ability to raise capital through equity issuances or debt financing, or could negatively affect our ability to engage in, expand or pursue our business activities, or could also prevent us from engaging in certain transactions that might otherwise be considered beneficial to us.

Even if we are successful in obtaining the necessary funds to support our growth plan, the terms of such financings could limit our ability to pay distributions to our unitholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional limited partner interests may result in significant unitholder dilution and would increase the aggregate amount of cash required to maintain the then current distribution rate, which could materially decrease our ability to pay distributions at the then prevailing distribution rate. While we have historically received funding from Noble, none of Noble, our General Partner or any of their respective affiliates is committed to providing any direct or indirect financial support to fund our growth.

The amount of cash we have available for distribution to our unitholders depends primarily on our cash flow and not solely on our profitability, which may prevent us from making distributions, even during periods in which we record net income.

The amount of cash we have available for distribution depends primarily upon our cash flow and not solely on our profitability, which will be affected by non-cash items. As a result, we may make cash distributions during periods when we record a net loss for financial accounting purposes, and conversely, we might fail to make cash distributions during periods when we record net income for financial accounting purposes.

Increased competition from other companies that provide midstream services, or from alternative fuel sources, could have a negative impact on the demand for our services, which could adversely affect our financial results.

Our ability to renew or replace existing contracts at rates sufficient to maintain current revenues and cash flows could be adversely affected by the activities of our competitors. Our systems compete for third-party customers primarily with other crude oil and natural gas gathering systems and fresh and saltwater service providers. Some of our competitors have greater financial resources and may now, or in the future, have access to greater supplies of crude oil and natural gas than we do. Some of these competitors may expand or construct gathering systems that would create additional competition for the services we would provide to third-party customers. In addition, potential third-party customers may develop their own gathering systems instead of using ours. Moreover, Noble and its affiliates are not limited in their ability to compete with us outside of our dedicated area.

Further, hydrocarbon fuels compete with other forms of energy available to end-users, including electricity and coal. Increased demand for such other forms of energy at the expense of hydrocarbons could lead to a reduction in demand for our services.

All of these competitive pressures could make it more difficult for us to retain our existing customers or attract new customers as we seek to expand our business, which could have a material adverse effect on our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders. In addition, competition could intensify the negative impact of factors that decrease demand for natural gas in the markets served by our systems, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions that directly or indirectly increase the cost or limit the use of natural gas.

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Our construction of new midstream assets may not result in revenue increases and may be subject to regulatory, environmental, political, contractual, legal and economic risks, which could adversely affect our cash flows, results of operations and financial condition and, as a result, our ability to distribute cash to unitholders.

The construction of additions or modifications to our existing systems and the expansion into new production areas to service Noble or our third-party customer involve numerous regulatory, environmental, political and legal uncertainties beyond our control, may require the expenditure of significant amounts of capital, and we may not be able to construct in certain locations due to setback requirements or expand certain facilities that are deemed to be part of a single source. Regulations clarifying how oil and gas production facility emissions must be aggregated under the CAA permitting program were finalized in June 2016. This action clarified certain permitting requirements, yet could still impact permitting and compliance costs. Moreover, Colorado has its own test for aggregating emission sources, and aggressive application of state preconstruction permitting requirements could result in delays and additional costs for midstream construction projects. Financing may not be available on economically acceptable terms or at all. As we build infrastructure to meet our customers’ needs, we may not be able to complete such projects on schedule, at the budgeted cost or at all.

Our revenues may not increase immediately (or at all) upon the expenditure of funds on a particular project. We may construct facilities to capture anticipated future production growth from Noble or another customer in an area where such growth does not materialize. As a result, new midstream assets may not be able to attract enough throughput to achieve our expected investment return, which could adversely affect our business, financial condition, results of operations, cash flows and ability to make cash distributions.

The construction of additions to our existing assets may require us to obtain new permits or approvals, rights-of-way, surface use agreements or other real estate agreements prior to constructing new pipelines or facilities. We may be unable to timely obtain such rights-of-way to connect new crude oil, natural gas and water sources to our existing infrastructure or capitalize on other attractive expansion opportunities. Additionally, it may become more expensive for us to obtain new rights-of-way or to expand or renew existing rights-of-way, leases or other agreements, and our fees may only be increased above the annual year-over-year increase by mutual agreement between us and our customer. If the cost of renewing or obtaining new agreements increases, our cash flows could be adversely affected.

We are subject to regulation by multiple governmental agencies, which could adversely impact our business, results of operations and financial condition.

We are subject to regulation by multiple federal, state and local governmental agencies. Proposals and proceedings that affect the midstream industry are regularly considered by Congress, as well as by state legislatures and federal and state regulatory commissions, agencies and courts. We cannot predict when or whether any such proposals or proceedings may become effective or the magnitude of the impact changes in laws and regulations may have on our business. However, additions to the regulatory burden on our industry can increase our cost of doing business and affect our profitability.

The rates of our regulated assets are subject to review and reporting by federal regulators, which could adversely affect our revenues.

Our crude oil gathering system servicing the East Pony IDP transports crude oil in interstate commerce. In addition, the Black Diamond crude oil gathering system, Empire Pipeline crude oil gathering system and Green River crude oil gathering system, completed in 2018, transport crude oil in interstate commerce.

Pipelines that transport crude oil in interstate commerce are, among other things, subject to rate regulation by the FERC, unless such rate requirements are waived. We have received a waiver of the FERC’s tariff requirements for all of these crude oil gathering systems listed above. These temporary waivers are subject to revocation in certain circumstances. We are required to inform the FERC of any change in circumstances upon which the waivers were granted. Should the circumstances change, the FERC could find that transportation on these systems no longer qualify for a waiver. FERC could, either at the request of other entities or on its own initiative, assert that some or all of our pipelines no longer qualify for a waiver. In the event that the FERC were to determine that these crude oil gathering systems no longer qualified for the waiver, we would likely be required to comply with the tariff and reporting requirements, including filing a tariff with the FERC and providing a cost justification for the applicable transportation rates, and providing service to all potential shippers, without undue discrimination. A revocation of the temporary waivers for these pipelines could adversely affect the results of our revenues.

We may be required to respond to requests for information from government agencies, including compliance audits conducted by the FERC.

The FERC’s ratemaking policies are subject to change and may impact the rates charged and revenues received on our FERC jurisdictional pipelines that have tariffs on file, including White Cliffs Pipeline, EPIC Y-Grade, EPIC Crude and the gathering systems listed above in the event the temporary waivers do not remain in effect, and any other natural gas or liquids pipeline that is determined to be under the jurisdiction of the FERC. Pipelines may utilize the FERC oil pipeline indexing methodology which, as currently in effect, allows common carriers to change their rates within

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prescribed ceiling levels that are tied to changes in the Producer Price Index. The FERC’s establishment of a just and reasonable rate, including the determination of the oil pipeline index, is based on many components, and tax-related changes will affect two such components, the allowance for income taxes and the amount for accumulated deferred income taxes (“ADIT”). The FERC’s oil pipeline index is reviewed every five years. On March 15, 2018, as clarified on July 18, 2018, the FERC issued a Revised Policy Statement on Treatment of Income Taxes (“Revised Policy Statement”) stating, among other things, that it will no longer permit master limited partnerships to recover an income tax allowance in their cost-of-service-rates. To the extent a regulated entity is permitted to include an income tax allowance in its cost-of-service, the FERC directed entities to calculate the income tax allowance at the reduced 21% maximum corporate tax rate established by the Tax Cuts and Jobs Act of 2017. Further, should such regulated entity not include an income tax allowance in their cost-of-service rates, such entity may also elect to exclude the ADIT balance from the rate calculation. The impacts of the Revised Policy Statement and the Tax Cuts and Jobs Act of 2017 on the costs of FERC-regulated oil and NGL pipelines will be reflected in the FERC’s next five-year review of the oil pipeline index, which will be initiated in 2020 to generate the index level to be effective July 1, 2021. Accordingly, if any of our waivers are revoked, the FERC’s Revised Policy Statement may result in an adverse impact on our revenues associated with the transportation and storage if we are required to set and charge cost-based rates in the future, including indexed rates.

Federal and state legislative and regulatory initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable legal requirements could subject us to increased capital costs, operational delays and costs of operation.

The Pipeline Safety and Job Creation Act, is the most recent federal legislation to amend the NGPSA, and the HLPSA, which are pipeline safety laws, requiring increased safety measures for natural gas and hazardous liquids pipelines. Among other things, the Pipeline Safety and Job Creation Act directs the Secretary of Transportation to promulgate regulations relating to expanded integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, material strength testing, and verification of the maximum allowable pressure of certain pipelines.

Changes to existing pipeline safety regulations may result in increased operating and compliance costs. For example, in October 2019, PHMSA published three final rules that create or expand reporting , inspection, maintenance, and other pipeline safety obligations. We are in the process of assessing the impact of these rules on our future costs of operations and revenue from operations.

PHMSA is working on two additional rules related to gas pipeline safety that are expected to modify pipeline repair criteria and extend regulatory safety requirements to certain gathering lines in rural areas. These additional rulemakings are expected to be effective by mid-2020. The adoption of these or other regulations requiring more comprehensive or stringent safety standards could require us to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in our incurring increased operating costs that could have a material adverse effect on our results of operations or financial position.

We may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any inability to do so may disrupt our business and hinder our ability to grow.

We may not be able to identify attractive acquisition opportunities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets.

The success of any completed acquisition will depend on our ability to integrate effectively the acquired business, asset or property into our existing operations. The process of integrating acquired businesses, assets and properties may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. Our failure to achieve consolidation savings, to incorporate the acquired businesses, assets and properties into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations.

Our investments in joint ventures involve numerous risks that may affect the ability of such joint ventures to make distributions to us.

We conduct some of our operations through joint ventures in which we share control with our joint venture participants. Our joint venture participants may have economic, business or legal interests or goals that are inconsistent with ours, or those of the joint venture. Furthermore, our joint venture participants may be unable to meet their economic or other obligations, and we may be required to fulfill those obligations alone. Failure by us, or an entity in which we have a joint venture interest, to adequately manage the risks associated with such joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and, in turn, our business and operations. In addition, should any of these risks materialize, it could have a material adverse effect on the ability of the joint venture to make future distributions to us.

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If third-party pipelines or other facilities interconnected to our midstream systems become partially or fully unavailable, or if the volumes we gather or treat do not meet the quality requirements of such pipelines or facilities, our business, financial condition, results of operations, cash flows and ability to make distributions to our unitholders could be adversely affected.

Our midstream systems are connected to other pipelines or facilities, the majority of which are owned by third parties. The continuing operation of such third-party pipelines or facilities is not within our control. If any of these pipelines or facilities becomes unable to transport, treat or process natural gas or crude oil, or if the volumes we gather or transport do not meet the quality requirements of such pipelines or facilities, our business, financial condition, results of operations, cash flows and ability to make distributions to our unitholders could be adversely affected.

Our exposure to commodity price risk may change over time and we cannot guarantee the terms of any existing or future agreements for our midstream services with our customers.

We currently generate the majority of our revenues pursuant to fee-based agreements under which we are paid based on volumetric fees, rather than the underlying value of the commodity. Consequently, our existing operations and cash flows have little direct exposure to commodity price risk. However, our customers are exposed to commodity price risk, and extended reduction in commodity prices could reduce the production volumes available for our midstream services in the future below expected levels. Although we intend to maintain fee-based pricing terms on both new contracts and existing contracts for which prices have not yet been set, our efforts to negotiate such terms may not be successful, which could have a materially adverse effect on our business.

Our contracts are subject to renewal risks.

We are a party to certain long term, fixed fee contracts with terms of various durations. As these contracts expire, we will have to negotiate extensions or renewals with existing suppliers and customers or enter into new contracts with other suppliers and customers. We may not be able to obtain new contracts on favorable commercial terms, if at all. We also may be unable to maintain the economic structure of a particular contract with an existing customer or maintain the overall mix of our contract portfolio. The extension or replacement of existing contracts depends on a number of factors beyond our control, including:


•	the level of existing and new competition to provide services to our markets;


•	the macroeconomic factors affecting our current and potential customers;


•	the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;


•	the extent to which the customers in our markets are willing to contract on a long-term basis; and


•	the effects of federal, state or local regulations on the contracting practices of our customers.

Our inability to renew our existing contracts on terms that are favorable or to successfully manage our overall contract mix over time may have a material adverse effect on our business, results of operations and financial condition.

Restrictions in our revolving credit facility and term loan credit facility could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.

Our revolving credit facility and term loan credit facility limit our ability to, among other things:

•incur or guarantee additional debt;

•redeem or repurchase units or make distributions under certain circumstances;

•make certain investments and acquisitions;

•incur certain liens or permit them to exist;

•enter into certain types of transactions with affiliates;

•merge or consolidate with another company; and

•transfer, sell or otherwise dispose of assets.

Our revolving credit facility and term loan credit facility also contain covenants requiring us to maintain certain financial ratios.

The provisions of our revolving credit facility and term loan credit facility may affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of our revolving credit facility and term loan credit facility could result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our unitholders could experience a partial or total loss of their investment. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.

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Increased regulation of hydraulic fracturing could result in reductions or delays in crude oil and natural gas production by our customers, which could reduce the throughput on our gathering and other midstream systems, which could adversely impact our revenues.

Hydraulic fracturing is typically regulated by state oil and gas commissions and similar agencies. Some states and local governments, including those in which we operate, have adopted, and other states are considering adopting, regulations that could impose more stringent chemical disclosure or well construction requirements on hydraulic fracturing operations, or otherwise seek to ban some or all of these activities. For example, in Colorado, state ballot and other regulatory initiatives have been proposed from time to time to impose additional restrictions or bans on hydraulic fracturing or other facets of crude oil and natural gas exploration, production or related activities. For example, in November 2018, Colorado voters considered a ballot measure known as Proposition #112 that, if passed, would have significantly limited, or even prevented, the future development of crude oil and natural gas in areas where we perform midstream services by imposing strict setback requirements for operations near occupied structures or environmental sensitive areas. While the proposition was not approved by voters, Colorado’s new governor, Jared Polis, has previously supported enhanced setback requirements. We cannot predict whether any similar ballot initiatives will be proposed in the future or what actions the new Governor may take with respect to the regulation of hydraulic fracturing.

During first quarter 2019, SB 181 was passed by the State Legislature. On April 16, 2019, the Governor signed the bill into law. The legislation makes sweeping changes in Colorado oil and gas law, including, among other matters, requiring the COGCC to prioritize public health and environmental concerns in its decisions, instructing the COGCC to adopt rules to minimize emissions of methane and other air contaminants, and delegating considerable new authority to local governments to regulate surface impacts. Some local communities have adopted additional restrictions for oil and gas activities, such as requiring greater setbacks, and other groups have sought a cessation of permit issuances entirely until the COGCC publishes new rules in keeping with SB 181. Additionally, activist groups have submitted new ballot proposals for the 2020 election year, including proposals for increased drilling setbacks and increased bonding requirements.

Any new limitations or prohibitions on oil and gas exploration and production activities could result in decreased demand for our midstream services and have a material adverse effect on our cash flows, results of operations, financial condition, and liquidity. At the federal level, several agencies have asserted jurisdiction over certain aspects of the hydraulic fracturing process. For example, the EPA has moved forward with various regulatory actions, including the issuance of new regulations requiring green completions for hydraulically fractured wells, and emission requirements for certain midstream equipment. Also, in June 2016, the EPA finalized rules which prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants. Certain environmental groups have also suggested that additional laws may be needed to more closely and uniformly regulate the hydraulic fracturing process. We cannot predict whether any such legislation will be enacted and if so, what its provisions would be. Additional levels of regulation and permits required through the adoption of new laws and regulations at the federal, state or local level could lead to delays, increased operating costs and process prohibitions that could reduce the volumes of crude oil and natural gas that move through our gathering systems and decrease demand for our water services, which in turn could materially adversely impact our revenues.

We, Noble or any third-party customers may incur significant liability under, or costs and expenditures to comply with, environmental and worker health and safety regulations, which are complex and subject to frequent change.

As an owner and operator of gathering systems, we are subject to various federal, state and local laws and regulations relating to the discharge of materials into, and protection of, the environment and worker health and safety. Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring costly response actions. These laws and regulations may impose numerous obligations that are applicable to our and our customers’ operations, including the acquisition of permits to conduct regulated activities, the incurrence of capital or operating expenditures to limit or prevent releases of materials from our or our customers’ operations, the imposition of specific standards addressing worker protection, and the imposition of substantial liabilities and remedial obligations for pollution or contamination resulting from our and our customers’ operations. Failure to comply with these laws, regulations and permits may result in joint and several or strict liability or the assessment of

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administrative, civil and criminal penalties, the imposition of remedial obligations, or the issuance of injunctions or administrative orders limiting or preventing some or all of our operations. Private parties, including the owners of the properties through which our gathering systems pass, may also have the right to pursue legal actions to enforce compliance, as well as to seek damages for non-compliance, with environmental laws and regulations or for personal injury or property damage. We may not be able to recover all or any of these costs from insurance. In addition, we may experience a delay in obtaining or be unable to obtain required permits, which may cause us to lose potential and current customers, interrupt our operations or limit our growth and revenues, which in turn could affect the amount of cash we have available for distribution. We cannot provide any assurance that changes in or additions to public policy regarding the protection of the environment and worker health and safety will not have a significant impact on our operations and the amount of cash we have available for distribution.

Our operations also pose risks of environmental liability due to leakage, migration, releases or spills to surface or subsurface soils, surface water or groundwater. Certain environmental laws impose strict as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly operated by us regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations. Moreover, the trend of more expansive and stringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue, potentially resulting in increased costs of doing business and consequently affecting the amount of cash we have available for distribution. For example, in June 2015, the EPA and the Corps, issued a final rule under the CWA, defining the scope of the EPA’s and the Corps’ jurisdiction over waters of the United States. Following the change in U.S. Presidential Administrations, there have been several attempts to modify or eliminate this rule, also known as the Clean Water Rule. Most recently, in September 2019, the EPA and Corps rescinded the 2015 Clean Water Rule. Legal challenges have occurred for both the 2015 rule and the 2019 rescission. Therefore, the scope of jurisdiction under CWA is uncertain at this time. To the extent a rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas. Such potential regulations or litigation could increase our operating costs, reduce our liquidity, delay or halt our operations or otherwise alter the way we conduct our business, which could in turn have a material adverse effect on our business, financial condition and results of operations. See Items 1. and 2. Business and Properties – Regulations.

Our and our customers’ operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the products and services we provide.

The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, our operations as well as the operations of our oil and natural gas exploration and production customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHGs.

In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, following the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, implement New Source Performance Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, and together with the DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States. Following the change in presidential administrations, there have been attempts to modify certain of these regulations, and litigation is ongoing.

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the United States in 2020. Separately, increased attention to climate change risks has increased the possibility of claims brought by public and private entities against oil and gas companies in connection with their GHG emissions. While courts have generally declined to assign direct liability for climate change to large sources of GHG emissions, new claims for damages and increased government scrutiny, especially from state and local governments, will likely continue. Moreover, to the extent societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to the company’s causation of or contribution to the asserted damage, or to other mitigating factors.

Finally, it should be noted that many scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events; if any such effects were to occur, they could have an adverse effect on our operations or our customers’ exploration and production operations, which in turn could affect demand for our services. See Items 1. and 2. Business and Properties – Regulations.

Certain plant or animal species are or could be designated as endangered or threatened, which could have a material impact on our and Noble’s operations.

The ESA restricts activities that may affect endangered or threatened species or their habitats. Many states have analogous laws designed to protect endangered or threatened species. Such protections, and the designation of previously undesignated species under such laws, may affect our and Noble’s operations by imposing additional costs, approvals and accompanying delays. For example, the Bureau of Land Management has deferred the sale of leases on certain lands due to concerns about protections for the greater sage grouse, a species that, while not currently listed, has been the subject of long-term and recently renewed calls for protection under the ESA.

A change in the jurisdictional characterization of some of our assets by federal, state or local regulatory agencies or a change in policy by those agencies may result in increased regulation of our assets, which may cause our operating expenses to increase, limit the rates we charge for certain services and decrease the amount of cash we have available for distribution.

Section 1(b) of the Natural Gas Act of 1938 (“NGA”) exempts natural gas gathering facilities from regulation as a natural gas company by FERC under the NGA. Although the FERC has not made a formal determination with respect to the facilities we consider to be natural gas gathering pipelines, we believe that our natural gas gathering pipelines meet the traditional tests that the FERC has used to determine that a pipeline is a gathering pipeline and are therefore not subject to FERC jurisdiction. The distinction between FERC-regulated transmission services and federally unregulated gathering services, however, has been the subject of substantial litigation, and the FERC determines whether facilities are gathering facilities on a case-by-case basis, so the classification and regulation of our gathering facilities is subject to change based on future determinations by the FERC, the courts or Congress. If the FERC were to consider the status of an individual facility and determine that the facility or services provided by it are not exempt from FERC regulation under the NGA and that the facility provides interstate service, the rates for, and terms and conditions of, services provided by such facility would be subject to regulation by the FERC under the NGA or the Natural Gas Policy Act, or NGPA. Such regulation could decrease revenue, increase operating costs, and, depending upon the facility in question, adversely affect our results of operations and cash flows. In addition, if any of our facilities were found to have provided services or otherwise operated in violation of the NGA or NGPA, this could result in the imposition of substantial civil penalties, as well as a requirement to disgorge revenues collected for such services in excess of the maximum rates established by the FERC.

Subject to the foregoing, our natural gas gathering pipelines are exempt from the jurisdiction of the FERC under the NGA, but FERC regulation may indirectly impact gathering services. The FERC’s policies and practices across the range of its crude oil and natural gas regulatory activities, including, for example, its policies on interstate open access transportation, ratemaking, capacity release, and market center promotion may indirectly affect intrastate markets. In recent years, the FERC has pursued pro-competitive policies in its regulation of interstate crude oil and natural gas pipelines. However, we cannot assure that the FERC will continue to pursue this approach as it considers matters such as pipeline rates and rules and policies that may indirectly affect the natural gas gathering services.

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Natural gas gathering may receive greater regulatory scrutiny at the state level. Therefore, our natural gas gathering operations could be adversely affected should they become subject to the application of state regulation of rates and services. Our gathering operations could also be subject to safety and operational regulations relating to the design, construction, testing, operation, replacement and maintenance of gathering facilities. We cannot predict what effect, if any, such changes might have on our operations, but we could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.

In addition, certain of our crude oil gathering pipelines do not provide interstate services and therefore are not subject to regulation by the FERC pursuant to the ICA. The distinction between FERC-regulated crude oil interstate pipeline transportation, on the one hand, and crude oil intrastate pipeline transportation, on the other hand, also is a fact-based determination. The classification and regulation of these crude oil gathering pipelines are subject to change based on changed circumstances on the pipeline or on future determinations by the FERC, federal courts, Congress or by regulatory commissions, courts or legislatures in the states in which our crude oil gathering pipelines are located. We cannot provide assurance that the FERC will not in the future, either at the request of other entities or on its own initiative, determine that some or all of our gathering pipeline systems and the services we provide on those systems are within the FERC’s jurisdiction. If it is determined that some or all of our crude oil gathering pipeline systems are subject to the FERC’s jurisdiction under the ICA, and are not otherwise exempt from any applicable regulatory requirements, the imposition of possible cost-of-service rates and common carrier requirements on those systems could adversely affect the results of our operations on and revenues associated with those systems.

Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our ability to make cash distributions and, accordingly, the market price for our Common Units.

Our operations are subject to all of the hazards inherent in the gathering of crude oil, natural gas and produced water and the delivery and storage of fresh water, including:


•	damage to, loss of availability of and delays in gaining access to pipelines, centralized gathering facilities, pump stations, related equipment and surrounding properties caused by design, installation, construction materials or operational flaws, natural disasters, acts of terrorism or acts of third parties;


•	mechanical or structural failures at our or Noble’s facilities or at third-party facilities on which our customers’ or our operations are dependent, including electrical shortages, power disruptions and power grid failures;


•	leaks of crude oil, natural gas, NGLs or produced water or losses of crude oil, natural gas, NGLs or produced water as a result of the malfunction of, or other disruptions associated with, equipment or facilities;


•	unexpected business interruptions;


•	curtailments of operations due to severe seasonal weather;


•	riots, strikes, lockouts or other industrial disturbances;


•	fires, ruptures and explosions; and


•	other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.

Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for:


•	injury or loss of life;


•	damage to and destruction of property, natural resources and equipment;


•	pollution and other environmental damage;


•	regulatory investigations and penalties;


•	suspension of our operations; and


•	repair and remediation costs.

We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions.

Our asset inspection, maintenance or repair costs may increase in the future. In addition, there could be service interruptions due to unforeseen events or conditions or increased downtime associated with our pipelines that could have a material adverse effect on our business and results of operations.

Gathering systems, pipelines and facilities are generally long-lived assets, and construction and coating techniques have varied over time. Depending on the condition and results of inspections, some assets will require additional maintenance, which could

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result in increased expenditures in the future. Any significant increase in these expenditures could adversely affect our results of operations, financial position or cash flows, as well as our ability to make cash distributions to our unitholders.

It is difficult to predict future maintenance capital expenditures related to inspections and repairs. Additionally, there could be service interruptions associated with these maintenance capital expenditures or other unforeseen events. Similarly, laws and regulations may change which could also lead to increased maintenance capital expenditures. Any increase in these expenditures could adversely affect our results of operations, financial position, or cash flows which in turn could impact our ability to make cash distributions to our unitholders.

We do not own in fee some of the land on which our pipelines and facilities are located, which could result in disruptions to our operations.

Our only interests in these properties are rights granted under surface use agreements, rights-of-way, surface leases or other easement rights, which may limit or restrict our rights or access to or use of the surface estates. Accommodating these competing rights of the surface owners may adversely affect our operations. In addition, we are subject to the possibility of more onerous terms or increased costs to retain necessary land use if we do not have valid rights-of-way, surface leases or other easement rights or if such usage rights lapse or terminate. We may obtain the rights to construct and operate our pipelines on land owned by third parties and governmental agencies for a specific period of time. Our loss of these rights, through our inability to renew rights-of-way, surface leases or other easement rights or otherwise, could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions.

A shortage of equipment and skilled labor could reduce equipment availability and labor productivity and increase labor and equipment costs, which could have a material adverse effect on our business and results of operations.

Our gathering and other midstream services require special equipment and laborers who are skilled in multiple disciplines, such as equipment operators, mechanics and engineers, among others. If we experience shortages of necessary equipment or skilled labor in the future, our labor and equipment costs and overall productivity could be materially and adversely affected. If our equipment or labor prices increase or if we experience materially increased health and benefit costs for employees, our business and results of operations could be materially and adversely affected.

The loss of key personnel could adversely affect our ability to operate.

We depend on the services of a relatively small group of our General Partner’s senior management. We do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of our General Partner’s senior management, including Brent J. Smolik, our Chief Executive Officer, Thomas W. Christensen, our Chief Financial Officer, Robin H. Fielder, our Chief Operating Officer, Phillip S. Welborn, our Chief Accounting Officer, and Aaron G. Carlson, our General Counsel and Secretary could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions.

We do not have any officers or employees and rely on officers of our General Partner and employees of Noble.

We are managed and operated by the board of directors and executive officers of our General Partner. Our General Partner has no employees and relies on the employees of Noble to conduct our business and activities.

Noble conducts businesses and activities of its own in which we have no economic interest. As a result, there could be material competition for the time and effort of the officers and employees who provide services to both our General Partner and Noble. If our General Partner and the officers and employees of Noble do not devote sufficient attention to the management and operation of our business and activities, our business, financial condition, results of operations, cash flows and ability to make cash distributions could be materially adversely affected.

Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.

Our future level of debt could have important consequences to us, including the following:


•	our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including building additional gathering pipelines needed for required connections and building additional centralized gathering facilities pursuant to our gathering agreements) or other purposes may be impaired or such financing may not be available on favorable terms;


•	our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt;


•	we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and


•	our flexibility in responding to changing business and economic conditions may be limited.

Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are

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beyond our control. If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business activities, investments or capital expenditures, selling assets or issuing equity. We may not be able to effect any of these actions on satisfactory terms or at all.

Increases in interest rates could adversely affect our business.

We have exposure to increases in interest rates. As of December 31, 2019, $595 million and $900 million were outstanding under our revolving credit facility and term loan credit facility, respectively. A 1.0% increase in our interest rates would have resulted in an estimated $9.5 million increase in interest expense for the year ended December 31, 2019. As a result, our results of operations, cash flows and financial condition and, as a further result, our ability to make cash distributions to our unitholders, could be adversely affected by significant increases in interest rates.

Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition or results of operations.

Terrorist attacks or cyber-attacks may significantly affect the energy industry, including our operations and those of Noble and our other potential customers, as well as general economic conditions, consumer confidence and spending and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other targets in the United States. Our insurance may not protect us against such occurrences. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations.

A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss.

The oil and gas industry has become increasingly dependent on digital technologies to conduct day-to-day operations including certain midstream activities. For example, software programs are used to manage gathering and transportation systems and for compliance reporting. The use of mobile communication devices has increased rapidly. Industrial control systems such as SCADA (supervisory control and data acquisition) now control large scale processes that can include multiple sites and long distances, such as oil and gas pipelines.

We depend on digital technology, including information systems and related infrastructure as well as cloud applications and services, to process and record financial and operating data and to communicate with our employees and business partners. Our business partners, including vendors, service providers, and financial institutions, are also dependent on digital technology. The technologies needed to conduct midstream activities make certain information the target of theft or misappropriation.

As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, also has increased. A cyber attack could include gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, or result in denial-of-service on websites. SCADA-based systems are potentially vulnerable to targeted cyber attacks due to their critical role in operations.

Our technologies, systems, networks, and those of our business partners may become the target of cyber attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period.

A cyber incident involving our information systems and related infrastructure, or that of our business partners, could disrupt our business plans and negatively impact our operations in the following ways, among others:


•	a cyber attack on a vendor or service provider could result in supply chain disruptions which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project;


•	a cyber attack on downstream pipelines could prevent us from delivering product at the tailgate of our facilities, resulting in a loss of revenues;


•	a cyber attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;


•	a deliberate corruption of our financial or operational data could result in events of non-compliance which could lead to regulatory fines or penalties; and


•	business interruptions could result in expensive remediation efforts, distraction of management, damage to our reputation, or a negative impact on the price of our units.

Our implementation of various controls and processes, including globally incorporating a risk-based cyber security framework, to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure is costly and labor intensive. Moreover, there can be no assurance that such measures will be sufficient to prevent security breaches from occurring. As cyber threats continue to evolve, we may be required to expend significant additional resources

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to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Risks Inherent in an Investment in Us

Our General Partner and its affiliates, including Noble, have conflicts of interest with us and our partnership agreement eliminates their default fiduciary duties to us and our unitholders and replaces them with contractual standards that may allow our General Partner and its affiliates to favor their own interests to our detriment and that of our unitholders. Additionally, we have no control over the business decisions and operations of Noble, and Noble is under no obligation to adopt a business strategy that favors us.

Noble directly owns an aggregate 62.6% limited partner interest in us. In addition, Noble owns and controls our General Partner. Although our General Partner has a duty to manage us in a manner that is not adverse to the interests of our partnership, the directors and officers of our General Partner also have a duty to manage our General Partner in a manner that is in the best interests of its owner, Noble. Conflicts of interest may arise between Noble and its affiliates, including our General Partner, on the one hand, and us and our unitholders, on the other hand. In resolving these conflicts, the General Partner may favor its own interests and the interests of its affiliates, including Noble, over the interests of our common unitholders. These conflicts include, among others, the following situations:

•

neither our partnership agreement nor any other agreement requires Noble to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by Noble to increase or decrease crude oil or natural gas production on our dedicated acreage, pursue and grow particular markets or undertake acquisition opportunities for itself. Noble’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Noble;


•	Noble may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests;


•	our partnership agreement replaces the fiduciary duties that would otherwise be owed by our General Partner with contractual standards governing its duties and limits our General Partner’s liabilities and the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty under applicable Delaware law;


•	except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval;


•	our General Partner will determine the amount and timing of, among other things, cash expenditures, borrowings and repayments of indebtedness, the issuance of additional partnership interests, the creation, increase or reduction in cash reserves in any quarter and asset purchases and sales, each of which can affect the amount of cash that is available for distribution to unitholders;


•	our General Partner will determine which costs incurred by it are reimbursable by us;


•	our General Partner may cause us to borrow funds in order to permit the payment of cash distributions;


•	our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;


•	our General Partner intends to limit its liability regarding our contractual and other obligations;


•	our General Partner may exercise its right to call and purchase all of the Common Units not owned by it and its affiliates if it and its affiliates own more than 80% of the Common Units;


•	our General Partner controls the enforcement of obligations owed to us by our General Partner and its affiliates, including our gathering agreements with Noble, the ROFR and ROFO; and


•	our General Partner decides whether to retain separate counsel, accountants or others to perform services for us.

Neither our partnership agreement nor our omnibus agreement will prohibit Noble or any other affiliates of our General Partner from owning assets or engaging in businesses that compete directly or indirectly with us. Under the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to our General Partner or any of its affiliates, including Noble and executive officers and directors of our General Partner. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us. Any such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to us. Consequently, Noble and other affiliates of our General Partner may acquire, construct or

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dispose of additional midstream assets in the future without any obligation to offer us the opportunity to purchase any of those assets (except to the extent the ROFR or ROFO pertain to such assets). As a result, competition from Noble and other affiliates of our General Partner could materially and adversely impact our results of operations and distributable cash flow. This may create actual and potential conflicts of interest between us and affiliates of our General Partner and result in less than favorable treatment of us and our unitholders.

We expect to distribute a substantial portion of our cash available for distribution, which could limit our ability to grow and make acquisitions.

We expect to distribute most of our available cash for distribution. As a result, we expect to rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and expansion capital expenditures. Therefore, to the extent we are unable to finance our growth externally, our cash distribution policy will significantly impair our ability to grow. In addition, our growth may not be as fast as that of businesses that reinvest their cash to expand ongoing operations. To the extent we issue additional partnership interests in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional partnership interests may increase the risk that we will be unable to maintain or increase our per unit distribution level. There are no limitations in our partnership agreement on our ability to issue additional partnership interests, including partnership interests ranking senior to our Common Units as to distributions or in liquidation or that have special voting rights and other rights, and our common unitholders will have no preemptive or other rights (solely as a result of their status as common unitholders) to purchase any such additional partnership interests. The incurrence of additional commercial bank borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may reduce the amount of cash that we have available to distribute to our unitholders.

Our partnership agreement replaces our General Partner’s fiduciary duties to holders of our Common Units with contractual standards governing its duties.

Delaware law provides that a Delaware limited partnership may, in its partnership agreement, expand, restrict or eliminate the fiduciary duties otherwise owed by the general partner to limited partners and the partnership. As permitted by Delaware law, our partnership agreement contains provisions that eliminate the fiduciary standards to which our General Partner would otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, our partnership agreement permits our General Partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our General Partner, free of any duties to us and our unitholders. This entitles our General Partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our limited partners. By purchasing a common unit, a unitholder agrees to be bound by our partnership agreement and approves the elimination and replacement of fiduciary duties disclosed above.

Our partnership agreement restricts the remedies available to holders of our units and for actions taken by our General Partner that might otherwise constitute breaches of fiduciary duty.

Our partnership agreement contains provisions that restrict the remedies available to unitholders for actions taken by our General Partner that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our partnership agreement provides that:

•

whenever our General Partner makes a determination or takes, or declines to take, any other action in its capacity as our General Partner, our General Partner is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the determination or the decision to take or decline to take such action was not adverse to the interests of our partnership, and will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;


•	our General Partner will not have any liability to us or our unitholders for decisions made in its capacity as a General Partner so long as it acted in good faith;

•

our General Partner and its officers and directors will not be liable for monetary damages or otherwise to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and


•	our General Partner will not be in breach of its obligations under our partnership agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our partnership agreement.

In connection with a situation involving a transaction with an affiliate or a conflict of interest, other than one where our General Partner is permitted to act in its sole discretion, our partnership agreement provides that any determination by our

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General Partner must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our common unitholders or the conflicts committee, then it will be presumed that, in making its decision, taking any action or failing to act, the board of directors of our General Partner acted in good faith and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Cost reimbursements and fees due to our General Partner and its affiliates for services provided will be substantial and will reduce the amount of cash we have available for distribution to unitholders.

Under our partnership agreement, we are required to reimburse our General Partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our omnibus agreement and operational services and secondment agreement, our General Partner determines the amount of these expenses. Under the terms of the omnibus agreement, we will be required to reimburse Noble for the provision of certain administrative support services to us. Under our operational services and secondment agreement, we will be required to reimburse Noble for the provision of certain operation services and related management services in support of our operations. Our General Partner and its affiliates also may provide us other services for which we will be charged fees as determined by our General Partner. The costs and expenses for which we will reimburse our General Partner and its affiliates may include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our General Partner by its affiliates. The costs and expenses for which we are required to reimburse our General Partner and its affiliates are not subject to any caps or other limits. Payments to our General Partner and its affiliates will be substantial and will reduce the amount of cash we have available to distribute to unitholders.

Unitholders have very limited voting rights and, even if they are dissatisfied, they cannot remove our General Partner.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. For example, unlike holders of stock in a public corporation, unitholders will not have “say-on-pay” advisory voting rights. Unitholders did not elect our General Partner or the board of directors of our General Partner and will have no right to elect our General Partner or the board of directors of our General Partner on an annual or other continuing basis. The board of directors of our General Partner is chosen by its sole member, which is owned by Noble. Furthermore, if the unitholders are dissatisfied with the performance of our General Partner, they will have little ability to remove our General Partner. As a result of these limitations, the price at which our Common Units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

Our General Partner may not be removed unless such removal is both (i) for cause and (ii) approved by a vote of the holders of at least 66 ²⁄₃% of the outstanding units, including any units owned by our General Partner and its affiliates, voting together as a single class. “Cause” is narrowly defined under our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our General Partner liable to us or any limited partner for actual fraud or willful misconduct in its capacity as our General Partner. Noble currently owns 62.6% of our total outstanding Common Units. As a result, our public unitholders do not have limited ability to remove our General Partner.

Furthermore, unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our General Partner, its affiliates, their transferees, and persons who acquired such units with the prior approval of the board of directors of our General Partner, cannot vote on any matter.

Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

Our partnership agreement restricts the voting rights of certain unitholders owning 20% or more of our Common Units.

Unitholders’ voting rights are restricted by a provision of our partnership agreement providing that any person or group that owns 20% or more of any class of units then outstanding, other than our General Partner, its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of our General Partner, cannot vote on any matter.

Our General Partner interest or the control of our General Partner may be transferred to a third party without unitholder consent.

Our General Partner may transfer its General Partner interest in us to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, there is no restriction in our partnership agreement on the ability of Noble to transfer its membership interest in our General Partner to a third party. The new owner of

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our General Partner would then be in a position to replace the board of directors and officers of our General Partner with its own choices.

We may issue an unlimited number of additional partnership interests without unitholder approval, which would dilute unitholder interests.

At any time, we may issue an unlimited number of General Partner interests or limited partner interests of any type without the approval of our unitholders and our unitholders will have no preemptive or other rights (solely as a result of their status as unitholders) to purchase any such General Partner interests or limited partner interests. Further, there are no limitations in our partnership agreement on our ability to issue equity securities that rank equal or senior to our common units as to distributions or in liquidation or that have special voting rights and other rights. The issuance by us of additional Common Units or other equity securities of equal or senior rank will have the following effects:

•our unitholders’ proportionate ownership interest in us will decrease;

•the amount of cash we have available to distribute on each unit may decrease;

•the ratio of taxable income to distributions may increase;

•the relative voting strength of each previously outstanding unit may be diminished; and

•the market price of our Common Units may decline.

The issuance by us of additional General Partner interests may have the following effects, among others, if such General Partner interests are issued to a person who is not an affiliate of Noble:


•	management of our business may no longer reside solely with our current General Partner; and


•	affiliates of the newly admitted General Partner may compete with us, and neither that General Partner nor such affiliates will have any obligation to present business opportunities to us except with respect to rights of first refusal contained in our omnibus agreement.

Noble may sell units in the public or private markets, and such sales could have an adverse impact on the trading price of the Common Units.

Noble currently holds 56,447,616 Common Units. Additionally, we have agreed to provide Noble with registration rights. The sale of these units in the public or private markets could have an adverse impact on the price of the Common Units or on any trading market that may develop.

Our General Partner’s discretion in establishing cash reserves may reduce the amount of cash we have available to distribute to unitholders.

Our partnership agreement permits the General Partner to reduce available cash by establishing cash reserves for the proper conduct of our business, (including reserves for future capital expenditures and for our anticipated future credit needs) to comply with applicable law or agreements to which we are a party, or to provide funds for future distributions to partners. These cash reserves will affect the amount of cash we have available to distribute to unitholders.

Affiliates of our General Partner, including Noble, may compete with us, and neither our General Partner nor its affiliates have any obligation to present business opportunities to us except with respect to dedications contained in our commercial agreements and rights of first refusal and rights of first offer contained in our omnibus agreement.

None of our partnership agreement, our omnibus agreement, our commercial agreements or any other agreement in effect will prohibit Noble or any other affiliates of our General Partner from owning assets or engaging in businesses that compete directly or indirectly with us. Under the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to our General Partner or any of its affiliates, including Noble and executive officers and directors of our General Partner. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us except with respect to dedications contained in our commercial agreements and rights of first refusal and rights of first offer contained in our omnibus agreement. Any such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to us. Consequently, Noble and other affiliates of our General Partner may acquire, construct or dispose of additional midstream assets in the future without any obligation to offer us the opportunity to purchase any of those assets. As a result, competition from Noble and other affiliates of our General Partner could materially and adversely impact our results of operations and distributable cash flow.

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Our General Partner has a call right that may require our unitholders to sell their Common Units at an undesirable time or price.

If at any time our General Partner and its affiliates own more than 80% of our then-outstanding common units, our General Partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the Common Units held by unaffiliated persons at a price not less than their then current market price. As a result, our unitholders may be required to sell their Common Units at an undesirable time or price and may not receive any return on their investment. Our unitholders may also incur a tax liability upon a sale of their units. Our General Partner and its affiliates currently own approximately 62.6% of our Common Units (excluding any Common Units owned by the directors and executive officers of our General Partner and certain other individuals as selected by our General Partner under our directed unit program).

Unitholders may have to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, or the Delaware Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted.

Units held by persons who our General Partner determines are not “eligible holders” at the time of any requested certification in the future may be subject to redemption.

As a result of certain laws and regulations to which we are or may in the future become subject, we may require owners of our Common Units to certify that they are both U.S. citizens and subject to U.S. federal income taxation on our income. Units held by persons who our General Partner determines are not “eligible holders” at the time of any requested certification in the future may be subject to redemption. “Eligible holders” are limited partners whose (or whose owners’) (i) U.S. federal income tax status or lack of proof of U.S. federal income tax status does not have and is not reasonably likely to have, as determined by our General Partner, a material adverse effect on the rates that can be charged to customers by us or our subsidiaries with respect to assets that are subject to regulation by the FERC or similar regulatory body and (ii) nationality, citizenship or other related status does not create and is not reasonably likely to create, as determined by our General Partner, a substantial risk of cancellation or forfeiture of any property in which we have an interest. The aggregate redemption price for redeemable interests will be an amount equal to the current market price (the date of determination of which will be the date fixed for redemption) of limited partner interests of the class to be so redeemed multiplied by the number of limited partner interests of each such class included among the redeemable interests. For these purposes, the “current market price” means, as of any date for any class of limited partner interests, the average of the daily closing prices per limited partner interest of such class for the 20 consecutive trading days immediately prior to such date. The redemption price will be paid in cash or by delivery of a promissory note, as determined by our General Partner. The units held by any person the General Partner determines is not an eligible holder will not be entitled to voting rights.

Our partnership agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our unitholders, which would limit our unitholders’ ability to choose the judicial forum for disputes with us or our general partner’s directors, officers or other employees. Our partnership agreement also provides that any unitholder bringing an unsuccessful action will be obligated to reimburse us for any costs we have incurred in connection with such unsuccessful action.

Our partnership agreement provides that, with certain limited exceptions, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction) shall be the exclusive forum for any claims, suits, actions or proceedings (i) arising out of or relating in any way to our partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of our partnership agreement or the duties, obligations or liabilities among our partners, or obligations or liabilities of our partners to us, or the rights or powers of, or restrictions on, our partners or us), (ii) brought in a derivative manner on our behalf, (iii) asserting a claim of breach of a duty owed by any of our, or our general partner’s, directors, officers, or other employees, or owed by our general partner, to us or our partners, (iv) asserting a claim against us arising pursuant to any provision of the Delaware Act or (v) asserting a claim against us governed by the internal affairs doctrine.

The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore,

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Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or similar governing documents has been challenged in legal proceedings, and it is possible that a court could find the choice of forum provisions contained in our partnership agreement to be inapplicable or unenforceable, including with respect to claims arising under the U.S. federal securities laws. This exclusive forum provision may limit the ability of a limited partner to commence litigation in a forum that the limited partner prefers, or may require a limited partner to incur additional costs in order to commence litigation in Delaware, each of which may discourage such lawsuits against us or our general partner’s directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect our business, results of operations and financial condition.

If any person brings any of the aforementioned claims, suits, actions or proceedings (including any claims, suits, actions or proceedings arising out of this offering) and such person does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then such person shall be obligated to reimburse us and our affiliates for all fees, costs and expenses of every kind and description, including but not limited to all reasonable attorneys’ fees and other litigation expenses, that the parties may incur in connection with such claim, suit, action or proceeding. In addition, our partnership agreement provides that each limited partner irrevocably waives the right to trial by jury in any such claim, suit, action or proceeding. However, such waiver of the right to trial by jury does not impact the ability of a limited partner to make a claim under either federal or state law. By purchasing a common unit, a limited partner is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or such other court) in connection with any such claims, suits, actions or proceedings. These provisions may have the effect of discouraging lawsuits against us and our general partner’s directors and officers.

Our partnership agreement provides that unitholders irrevocably waive the right to trial by jury in any claim, suit, action or proceeding under either state or federal laws, including any claim under U.S. federal securities laws, which could result in less favorable outcomes to unitholders in any such action.

Our partnership agreement provides that unitholders irrevocably waive the right to trial by jury for any claims, suits, actions or proceedings under either state or federal laws, including any claim under U.S. federal securities laws. Regardless, such waiver of the right to trial by jury does not impact the ability of a unitholder to make a claim under either federal or state law. The waiver of the right to a jury trial is not intended to be deemed a waiver by a unitholder with respect to the Partnership’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. If the Partnership or one of its unitholders opposed a jury trial demand based on the waiver, the applicable court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with applicable state and federal laws. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the U.S. federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern our partnership agreement.

If a unitholder brings a claim in connection with matters arising under our partnership agreement, including claims under U.S. federal securities laws, such unitholder may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits. If a lawsuit is brought by a unitholder under our partnership agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in a different outcome than a trial by jury, including results that could be less favorable to the unitholder(s) bringing such lawsuit.

Nasdaq does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements.

Our Common Units are listed on Nasdaq. Because we are a publicly traded limited partnership, Nasdaq does not require us to have a majority of independent directors on our General Partner’s board of directors or to establish a compensation committee or a nominating and corporate governance committee. Additionally, any future issuance of additional Common Units or other securities, including to affiliates, will not be subject to Nasdaq’s shareholder approval rules that apply to a corporation. Accordingly, unitholders will not have the same protections afforded to certain corporations that are subject to all of Nasdaq’s corporate governance requirements.

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If we are deemed an “investment company” under the Investment Company Act of 1940, it would adversely affect the price of our Common Units and could have a material adverse effect on our business.

If a sufficient amount of our assets, such as our ownership interests in other midstream ventures, now owned or in the future acquired, are deemed to be “investment securities” within the meaning of the Investment Company Act of 1940, or the Investment Company Act, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our organizational structure or our contract rights to fall outside the definition of an investment company. In that event, it is possible that our ownership of these interests, combined with our assets acquired in the future, could result in our being required to register under the Investment Company Act if we were not successful in obtaining exemptive relief or otherwise modifying our organizational structure or applicable contract rights. Treatment of us as an investment company would prevent our qualification as a partnership for federal income tax purposes in which case we would be treated as a corporation for federal income tax purposes. As a result, we would pay federal income tax on our taxable income at the corporate tax rate, distributions to our unitholders would generally be taxed again as corporate distributions and none of our income, gains, losses or deductions would flow through to our unitholders. Because a tax would be imposed upon us as a corporation, our cash available for distribution to unitholders would be substantially reduced. Therefore, treatment of us as an investment company would result in a material reduction in the anticipated cash flow and after-tax return to the unitholders, likely causing a substantial reduction in the value of our Common Units.

Moreover, registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase of additional interests in our midstream systems from Noble, restrict our ability to borrow funds or engage in other transactions involving leverage and require us to add additional directors who are independent of us or our affiliates. The occurrence of some or all of these events would adversely affect the price of our Common Units and could have a material adverse effect on our business.

Tax Risks

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes. If the Internal Revenue Service (“IRS”) were to treat us as a corporation for U.S. federal income tax purposes, which would subject us to entity-level taxation, or if we were otherwise subjected to a material amount of entity-level taxation, then our distributable cash flow to our unitholders would be substantially reduced.

The anticipated after-tax economic benefit of an investment in the Common Units depends largely on our being treated as a partnership for U.S. federal income tax purposes.

Despite the fact that we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S. federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations and current Treasury Regulations, we believe that we satisfy the qualifying income requirement. Failing to meet the qualifying income requirement or a change in current law could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation as an entity.

If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the corporate tax rate and we would also likely pay additional state and local income taxes at varying rates. Distributions to our unitholders would generally be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits would flow through to our unitholders. Because a tax would be imposed upon us as a corporation, our distributable cash flow would be substantially reduced.

At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of a material amount of any of these taxes in the jurisdictions in which we own assets or conduct business could substantially reduce the cash available for distribution to our unitholders.

If we were treated as a corporation for U.S. federal income tax purposes or otherwise subjected to a material amount of entity-level taxation, there would be a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our Common Units.

The tax treatment of publicly traded partnerships or an investment in our Common Units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our Common Units may be modified by administrative, legislative or judicial interpretation at any time. From time to time, members of Congress have proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including elimination of partnership tax treatment for certain publicly traded partnerships.

In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly traded partnerships. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not

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be retroactively applied and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any changes or other proposals will ultimately be enacted. Any future legislative changes could negatively impact the value of an investment in our Common Units.

You are urged to consult with your own tax advisor with respect to the status of regulatory or administrative developments and proposals and their potential effect on your investment in our Common Units.

If the IRS contests the U.S. federal income tax positions we take, the market for our Common Units may be adversely impacted and our cash available to our unitholders might be substantially reduced.

The IRS may adopt positions that differ from the conclusions of our counsel expressed in this Annual Report or from the positions we take, and the IRS’s positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel’s conclusions or the positions we take and such positions may not ultimately be sustained. A court may not agree with some or all of our counsel’s conclusions or the positions we take. Any contest with the IRS, and the outcome of any IRS contest, may materially and adversely impact on the market for our Common Units and the price at which they trade. In addition, our costs of any contest between us and the IRS will be borne indirectly by our unitholders because the costs will reduce our distributable cash flow.

If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

Legislation applicable to partnership tax years beginning after 2017 alters the procedures for auditing large partnerships and for assessing and collecting taxes due (including penalties and interest) as a result of a partnership-level federal income tax audit. If the IRS makes an audit adjustment to our partnership tax return, to the extent possible under the new rules our General Partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS in the year in which the audit is completed or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted partnership tax return. Although our General Partner may elect to have our unitholders and former unitholders take such audit adjustment into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. If, as a result of any such adjustment, we make payments of taxes and any penalties and interest directly to the IRS in the year in which the audit is completed, cash available for distribution to our unitholders might be substantially reduced, in which case our current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if the current unitholders did not own Common Units in us during the tax year under audit.

Our unitholders’ share of our income is taxable to them for U.S. federal income tax purposes even if they do not receive any cash distributions from us.

Each unitholder is treated as a partner to whom we will allocate taxable income even if the unitholder does not receive any cash distributions from us. Unitholders are required to pay federal income taxes and, in some cases, state and local income taxes, on their share of our taxable income, whether or not they receive cash distributions from us. Our unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax due from them with respect to that income.

Tax gain or loss on the disposition of our Common Units could be more or less than expected.

If our unitholders sell Common Units, they will recognize a gain or loss for U.S. federal income tax purposes equal to the difference between the amount realized and their tax basis in those Common Units. Because distributions in excess of their allocable share of our net taxable income decrease their tax basis in their Common Units, the amount, if any, of such prior excess distributions with respect to the Common Units a unitholder sells will, in effect, become taxable income to the unitholder if it sells such Common Units at a price greater than its tax basis in those Common Units, even if the price received is less than its original cost. In addition, because the amount realized includes a unitholder’s share of our nonrecourse liabilities, if a unitholder sells its units, a unitholder may incur a tax liability in excess of the amount of cash received from the sale.

Furthermore, a substantial portion of the amount realized on any sale of Common Units, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciation recapture. Thus, a unitholder may recognize both ordinary income and capital loss from the sale of Common Units if the amount realized on a sale of the Common Units is less than the unitholder’s adjusted basis in Common Units. In addition, because the amount realized includes a unitholder’s share of our non-recourse liabilities, a unitholder that sells Common Units may incur a tax liability in excess of the amount of cash received from the sale.

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Unitholders may be subject to limitations on their ability to deduct interest expense we incur.

In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or

business during our taxable year. However, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, any deduction allowable for depreciation, amortization, or depletion to the extent such depreciation, amortization, or depletion is not capitalized into cost of goods sold with respect to inventory. If our “business interest” is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them. As a result, unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

Tax-exempt entities face unique tax issues from owning our Common Units that may result in adverse tax consequences to them.

Investment in Common Units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (“IRAs”), raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. With respect to taxable years beginning after December 31, 2017, subject to the proposed aggregation rules for certain similarly situated businesses or activities issued by the Treasury Department, a tax-exempt entity with more than one unrelated trade or business cannot aggregate losses from one unrelated trade or business to offset income from another to reduce total unrelated business taxable income. As a result, for the years beginning after December 31, 2017, it may not be possible for tax-exempt entities to utilize losses from an investment in us to offset unrelated business taxable income from another unrelated trade or business and vice versa. Tax exempt entities should consult a tax advisor before investing in our Common Units.

Non-U.S. unitholders will be subject to U.S. federal income taxes and withholding with respect to income and gain from owning our Common Units.

Non-U.S. unitholders are generally taxed and subject to U.S. federal income tax filing requirements on income effectively connected with a U.S. trade or business. Income allocated to our unitholders and, under recently enacted legislation, any gain from the sale of our Common Units will generally be considered to be “effectively connected” with a U.S. trade or business. As a result, distributions to a non-U.S. unitholder will be subject to withholding at the highest applicable effective tax rate, and a non-U.S. unitholder who sells or otherwise disposes of a common unit will also be subject to U.S. federal income on the gain realized from the sale or disposition of that Common Unit.

Moreover, the transferee of an interest in a partnership that is engaged in a U.S. trade or business is generally required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person, and we are required to deduct and withhold from the transferee amounts that should have been withheld by the transferees but were not withheld. Because the “amount realized” includes a partner’s share of the partnership’s liabilities, 10% of the amount realized could exceed the total cash purchase price for the units. However, pending the issuance of final regulations, the IRS has suspended the application of this withholding rule to transfers of publicly traded interests in publicly traded partnerships. If recently promulgated regulations are finalized as proposed, such regulations would provide, with respect to transfers of publicly traded interests in publicly traded partnerships effected through a broker, that the obligation to withhold is imposed on the transferor’s broker and that a partner’s “amount realized” does not include a partner’s share of a publicly traded partnership’s liabilities for purposes of determining the amount subject to withholding. However, it is not clear when such regulations will be finalized and if they will be finalized in their current form.

We treat each purchaser of Common Units as having the same tax benefits without regard to the actual Common Units purchased. The IRS may challenge this treatment, which could adversely affect the value of the Common Units.

Because we cannot match transferors and transferees of Common Units and because of other reasons, our depreciation and amortization positions may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to unitholders. It also could affect the timing of these tax benefits or the amount of gain from a unitholder’s sale of Common Units and could have a negative impact on the value of our Common Units or result in tax return audit adjustments.

We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes between transferors and transferees of our Common Units each month based upon the ownership of our Common Units on the first day of each month, instead of on the basis of the date a particular Common Unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

We generally prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes between transferors and transferees of our Common Units each month based upon the ownership of our Common Units on the first day of each

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month, instead of on the basis of the date a particular unit is transferred. Although Treasury Regulations allow publicly traded partnerships to use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders, these Treasury Regulations do not specifically authorize all aspects of our proration method. If the IRS were to successfully challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.

A unitholder whose Common Units are loaned to a “short seller” to effect a short sale of Common Units may be considered as having disposed of those Common Units. If so, the unitholder would no longer be treated for U.S. federal income tax purposes as a partner with respect to those Common Units during the period of the loan and may recognize gain or loss from the disposition.

Because there are no specific rules governing the U.S. federal income tax consequence of loaning a partnership interest, a unitholder whose Common Units are loaned to a “short seller” to effect a short sale of Common Units may be considered as having disposed of the loaned Common Units, the unitholder may no longer be treated for U.S. federal income tax purposes as a partner with respect to those Common Units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan to the short seller, any of our income, gain, loss or deduction with respect to those Common Units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those Common Units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to consult a tax advisor to discuss whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from loaning their Common Units.

As a result of investing in our Common Units, our unitholders may become subject to state and local taxes and return filing requirements in jurisdictions where we operate or own or acquire properties.

In addition to U.S. federal income taxes, our unitholders will likely be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or control property now or in the future, even if they do not live in any of those jurisdictions. Our unitholders will likely be required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements. As we make acquisitions or expand our business, we may control assets or conduct business in additional states that impose a personal income tax. It is our unitholders’ responsibility to file all federal, state and local tax returns and pay any taxes due in these jurisdictions. Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.

Item 1B. Unresolved Staff Comments

None.

Item 3. Legal Proceedings

We may become involved in various legal proceedings in the ordinary course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we will regularly assess the need for accounting recognition or disclosure of these contingencies. We will defend ourselves vigorously in all such matters.

Information regarding legal proceedings is set forth in Item 8. Financial Statements and Supplementary Data – Note 15. Commitments and Contingencies of this Form 10-K, which is incorporated by reference into this Part I, Item 3.

Information regarding environmental proceedings is set forth in Items 1. and 2. Business and Properties – Regulations – Environmental Matters – Water – Colorado Water Quality Control Act of this Form 10-K, which is incorporated by reference into this Part I, Item 3.

Item 4. Mine Safety Disclosures

Not Applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On December 16, 2019, acting pursuant to authorization from the Board of our General Partner, we provided notice to the New York Stock Exchange (“NYSE”) of our intent to voluntarily withdraw the principal listing of our Common Units representing limited partner interests, from the NYSE and transfer the listing to Nasdaq. Our Common Units were voluntarily delisted effective as of the close of trading on December 27, 2019, and trading commenced on Nasdaq at market open on December 30, 2019. Our Common Units continue to trade under the symbol “NBLX”.

As of December 31, 2019, our units were held by 19 holders of record. The number of holders does not include the holders for whom units are held in a “nominee” or “street” name. In addition, as of December 31, 2019, Noble owned 56,447,616 of our Common Units, which represent a 62.6% limited partner interest in us.

Securities Authorized for Issuance Under Equity Compensation Plans

In 2016, the board of directors of our General Partner adopted the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”), which permits the issuance of up to 1,860,000 Common Units. See Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation for information regarding our equity compensation plan as of December 31, 2019.

The following table summarizes information regarding the number of Common Units that are available for issuance under our LTIP as of December 31, 2019.



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved by Security Holders	—	—	1,630,638
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	—	—	1,630,638

Distributions of Available Cash

General

Our partnership agreement requires that, within 45 days after the end of each quarter we distribute all of our available cash to unitholders of record on the applicable record date. On January 23, 2020, the Board of our General Partner declared a quarterly cash distribution of $0.6878 per limited partner unit. The distribution will be paid on February 14, 2020, to unitholders of record on February 4, 2020.

Definition of Available Cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:


•	less, the amount of cash reserves established by our General Partner to:


•	provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and for anticipated future credit needs);


•	comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which we or any of our subsidiaries is a party or by which we or such subsidiary is bound or we or such subsidiary’s assets are subject; or


•	provide funds for distributions to our unitholders and to our General Partner for any one or more of the next four quarters (provided that our General Partner may not establish cash reserves for distributions pursuant to this bullet point if the effect of such reserves will prevent us from distributing $0.375);


•	plus, if our General Partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

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The purpose and effect of the last bullet point above is to allow our General Partner, if it so decides, to use cash from working capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter to pay distributions to unitholders. Under our partnership agreement, working capital borrowings are generally borrowings incurred under a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to our partners and with the intent of the borrower to repay such borrowings within twelve months with funds other than from additional working capital borrowings.

General Partner Interest

Our General Partner owns a non-economic General Partner interest in us, which does not entitle it to receive cash distributions. However, our General Partner may in the future own Common Units or other equity securities in us that will entitle it to receive distributions.

Simplification of Incentive Distribution Rights

On November 14, 2019, all of the IDRs were converted into Common Units as part of the Drop-Down and Simplification Transaction.

Conversion of Subordinated Units

On April 25, 2019, the Board of our General Partner declared a quarterly cash distribution of $0.6132 per unit for the quarter ended March 31, 2019. The distribution was paid on May 13, 2019 to unitholders of record as of the close of business on May 6, 2019. Upon payment of such distribution, the requirements for the conversion of all Subordinated Units were satisfied under our partnership agreement. As a result, on May 14, 2019, all 15,902,584 Subordinated Units, which were owned entirely by Noble, converted into Common Units on a one-for-one basis and thereafter have or will continue to participate on terms equal with all other Common Units in distributions from available cash.

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Item 6. Selected Financial Data

Selected Financial Data for periods prior to September 20, 2016 represent the Contributed Businesses of certain of Noble’s midstream assets as the accounting Predecessor to the Partnership, presented on a carve-out basis of Noble’s historical ownership of the Predecessor. The Predecessor financial data has been prepared from the separate records maintained by Noble and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods reported. Our consolidated financial statements have been retrospectively recast for all periods presented to include the historical results of NBL Holdings, as the acquisition of NBL Holdings by the Partnership in the Drop-Down and Simplification Transaction represented a transaction between entities under common control. The selected financial data covering the periods prior to the aforementioned transactions may not necessarily be indicative of the actual results of operations had these entities been operated together during those periods.

The information presented below should be read in conjunction with the information in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes appearing in Item 8. Financial Statements and Supplementary Data.



	Year Ended December 31,
(in thousands, except as noted)	2019		2018		2017		2016		2015
Statements of Operations
Total Revenues	$	703,801	$	558,735	$	289,622	$	193,453	$	117,878
Net Income	245,467		216,719		160,767		96,290		(88,344		)
Net Income Attributable to Noble Midstream Partners LP	159,996		162,734		140,572		28,458		N/A

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	3.09	$	3.96	$	4.10	$	0.89	N/A
Subordinated Units	3.86		3.96		4.10		0.89		N/A
Cash Distributions Declared per Limited Partner Unit	2.6144		2.1913		1.8113		0.4333		N/A

Balance Sheet
Cash and Cash Equivalents	$	12,676	$	14,761	$	20,090	$	57,443	$	30,299
Total Property, Plant and Equipment, Net	1,762,957		1,570,923		821,962		380,310		352,764
Investments	660,778		82,317		80,461		11,151		12,279
Intangible Assets, Net	277,900		310,202		—		—		—
Goodwill	109,734		109,734		—		—		—
Total Assets	2,926,082		2,192,178		1,038,465		537,430		481,853
Long-Term Debt	1,495,679		559,021		85,000		—		—
Total Liabilities	1,665,221		705,623		251,806		50,368		61,674
Mezzanine Equity	106,005		—		—		—		—
Total Equity	1,154,856		1,486,555		786,659		487,062		420,179

Throughput and Crude Oil Sales Volumes
Crude Oil Sales Volumes (Bbl/d)	9,354		6,129		—		—		—
Crude Oil Gathering Volumes (Bbl/d)	231,963		177,127		69,249		45,236		33,977
Natural Gas Gathering Volumes (MMBtu/d)	631,760		387,804		244,940		180,262		100,298
Total Barrels of Oil Equivalent (Boe/d)	322,312		232,974		100,652		68,347		46,836
Natural Gas Processing Volumes (MMBtu/d)	50,039		61,766		49,531		42,269		11,735
Produced Water Gathering Volumes (Bbl/d)	188,515		121,215		37,365		10,592		5,198
Fresh Water Services Volumes (Bbl/d)	164,524		175,754		155,990		94,227		51,980

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a narrative about our business from the perspective of our management. Our MD&A is presented in the following major sections:


•	Executive Overview;


•	Operating Outlook;


•	Results of Operations;


•	Liquidity and Capital Resources; and


•	Critical Accounting Policies and Estimates.

MD&A is the Partnership’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this report. It contains forward-looking statements including, without limitation, statements relating to the Partnership’s plans, strategies, objectives, expectations and intentions. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “on schedule,” “strategy,” and similar expressions identify forward-looking statements. The Partnership does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the Partnership’s disclosures under “Disclosure Regarding Forward-Looking Statements” in this Form 10-K.

EXECUTIVE OVERVIEW

Overview

We are a growth-oriented Delaware master limited partnership formed in December 2014 by our Parent, Noble, to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current areas of focus are in the DJ Basin in Colorado and the Delaware Basin in Texas. We currently provide crude oil, natural gas, and water-related midstream services through long-term, fixed-fee contracts, as well as purchase crude oil from producers and sell crude oil to customers at various delivery points. Our business activities are conducted through four reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate. We often refer to the services of our Gathering Systems and Fresh Water Delivery reportable segments collectively as our midstream services.

We are Noble’s primary vehicle for its midstream operations in the onshore United States. We believe that our diverse midstream infrastructure assets and our relationship with Noble position us as a leading midstream service provider.

2019 Initiatives and Results

During 2019, our activities were focused on positioning the Partnership for sustainable, long-term cash flows through the following initiatives:

Developing Strategic Relationships Our strategic relationships, including with Saddlehorn, in the DJ Basin, and with EPIC Y-Grade, EPIC Crude Holdings, and Delaware Crossing in the Delaware Basin, resulted in expansion of our long-haul business downstream of our gathering systems and an increase in dedications.

Improving Cost Structure Despite record throughput, capital expenditures trended below our expectations for the year, due to consistent cost focus, utilization of existing infrastructure, and to a lesser extent, the timing of customer activity. Cost savings initiatives included project scope and design optimization and more efficient construction processes as well as an enhanced contracting strategy.

Expanding our Third-party Business We significantly increased midstream services revenues, particularly in the DJ Basin, through additional well connections to existing customers and adding new customers to our systems.

Managing Liquidity We utilized a new term loan facility, preferred equity commitment and common unit offerings to provide liquidity while executing our growth opportunities, including the entry into multiple new partnerships.

Returning Value to Unit Holders While executing our growth opportunities, we were able to provide consistent quarterly distribution increases to our unitholders.

Increasing Alignment and Operational Synergies with Noble Through the Drop-Down and Simplification Transaction, we simplified our relationship with Noble through the elimination of IDRs and the acquisition of the remaining ownership interest in our DevCos as well as gained additional midstream assets.

Specifically, we accomplished the following significant transactional and financial results for the year ended December 31, 2019.

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Significant Transactional Highlights Include:


•	completed the Drop-Down and Simplification Transaction;


•	completed the formation of Delaware Crossing;


•	closed options to acquire interests in EPIC Y-Grade and EPIC Crude;


•	secured equity commitment and issued preferred equity to GIP CAPS Dos Rios Holding Partnership, L.P. (“GIP”);


•	entered into an additional term loan credit facility that permitted aggregate borrowing up to $400 million; and


•	extended the borrowing capacity of our revolving credit facility to $1.15 billion.

Significant Financial Highlights Include:


•	net income of $245.5 million, an increase of 13% as compared with 2018;


•	net cash provided by operating activities of $385.1 million, an increase of 41% as compared with 2018;


•	Adjusted EBITDA (non-GAAP financial measure) of $385.9 million, an increase of 18% as compared with 2018;


•	Adjusted EBITDA (non-GAAP financial measure) attributable to the partnership of $254.6 million, an increase of 14% as compared with 2018; and


•	distributable cash flow (non-GAAP financial measure) of $213.4 million, an increase of 17% as compared with 2018.

For additional information regarding our non-GAAP financial measures, see Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.

OPERATING OUTLOOK

2019 Development Project Updates

DJ Basin

In the Greeley Crescent IDP area, we commenced construction on the trunkline extensions supporting future produced water gathering and fresh water delivery services. During the year, we connected 72 wells in Greeley Crescent IDP for two stream gathering services and delivered fresh water to 70 wells.

In the Black Diamond dedication area, we progressed the Milton Phase I Terminal expansion project that increased outlet pumping capacity and we installed new oil gathering infrastructure for upcoming well connections from third-party producers. During the year, we connected 260 third-party wells to the Black Diamond gathering system. Black Diamond added a long-term oil gathering dedication from a third-party customer. The dedication increased Black Diamond dedicated acres by approximately 85,000 acres, or 54%.

In the Mustang IDP area, we extended infrastructure for crude oil, natural gas and produced water gathering systems to facilitate further development and support future well connections. We also completed additional natural gas offload capacity to facilitate future growth from the area. During the year, we connected 56 wells to the Mustang gathering system.

In the Wells Ranch IDP area, we commenced construction on extensions of gathering infrastructure to support future well connections. During the year, we connected and delivered fresh water to 42 wells.

In the East Pony IDP area, we connected and delivered fresh water to 22 wells during the year.

Delaware Basin

In the Permian, we connected 13 sponsored wells and six third-party wells to our gathering systems. We are now connected to 151 sponsor and 15 third-party wells. We also plan to add further compression capacity to our CGFs during 2020.

Saddlehorn Transportation Commitment and Investment Option

During 2019, Black Diamond entered into a strategic relationship with Saddlehorn. Saddlehorn is jointly owned by affiliates of Magellan, Plains and Western Midstream. The Saddlehorn pipeline is currently capable of transporting approximately 190 MBbl/d of crude oil and condensate from the DJ Basin and the Powder River Basin to storage facilities in Cushing, Oklahoma owned by Magellan and Plains. With the recent successful open season, the Saddlehorn pipeline will be expanded by 100 MBbl/d, to a new total capacity of 290 MBbl/d. The higher capacity is expected to be available in late 2020 following the addition of incremental pumping and storage capabilities.

As part of the strategic relationship, Black Diamond and Noble entered into long-term firm transportation commitments with Saddlehorn. See Item 8. Financial Statements and Supplementary Data – Note 15. Commitments and Contingencies. Black Diamond received an option to acquire an ownership interest of up to 20% in Saddlehorn. Black Diamond’s investment option was scheduled to expire in April 2020. In February 2020, Black Diamond exercised its option, effective February 1, 2020, and acquired the 20% ownership interest for $155 million, or $84 million net to the Partnership. After Black Diamond’s purchase, with Magellan and Plains each selling a 10% interest, Magellan and Plains each own a 30% membership interest and Black

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Diamond and Western Midstream each own a 20% membership interest in Saddlehorn. Magellan continues to serve as operator of the Saddlehorn pipeline. The Partnership funded its share of the transaction price with available cash and a draw under its revolving credit facility.

2020 Capital Program

Organic Capital Program

Our 2020 organic capital program will accommodate a net investment level of approximately $190 to $230 million. The Partnership has lowered previously-issued 2020 organic net capital expectations by 25% due to continued progress on sustainable costs savings, including a reduction in pipeline installation costs and improved planning and construction solutions for projects as well as better line of sight to customer activity. We will evaluate the level of capital spending throughout the year based on the following factors, among others, and their effect on project financial returns:


•	pace of our customers’ development;


•	operating and construction costs and our ability to achieve material supplier price reductions;


•	impact of new laws and regulations on our business practices;


•	indebtedness levels; and


•	availability of financing or other sources of funding.

We plan to fund our capital program with cash on hand, from cash generated from operations, borrowings under our revolving credit facility and, if necessary, the issuance of additional equity or debt securities.

Investment Capital Program

Our 2020 investment capital program will accommodate a net investment level, inclusive of the $84 million to acquire the 20% interest in Saddlehorn, of approximately $220 to $260 million. The partnership has increased previously-issued 2020 investment capital guidance due to scope changes and phasing of investments from 2019 to 2020 as well as factoring higher cost assumptions to complete the projects.

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How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics, each as described in more detail below, to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include:


•	throughput volumes (Gathering Systems and Fresh Water Delivery reportable segments);


•	operating costs and expenses;


•	Adjusted EBITDA (non-GAAP financial measure);


•	distributable cash flow (non-GAAP financial measure); and


•	capital expenditures.

RESULTS OF OPERATIONS

Results of operations were as follows:



	Year Ended December 31,
(in thousands)	2019			2018			2017
Revenues
Midstream Services — Affiliate	$	417,835		$	338,747		$	271,269
Midstream Services — Third Party	96,194			78,498			18,353
Crude Oil Sales — Third Party	189,772			141,490			—
Total Revenues	703,801			558,735			289,622
Costs and Expenses
Cost of Crude Oil Sales	181,390			136,368			—
Direct Operating	116,675			95,852			67,832
Depreciation and Amortization	96,981			79,568			22,990
General and Administrative	25,777			25,910			14,792
Other Operating (Income) Expense	(488		)	2,159			—
Total Operating Expenses	420,335			339,857			105,614
Operating Income	283,466			218,878			184,008
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	16,236			10,447			1,603
Investment Loss (Income)	17,748			(16,289		)	(6,334		)
Total Other Expense (Income)	33,984			(5,842		)	(4,731		)
Income Before Income Taxes	249,482			224,720			188,739
Tax Provision	4,015			8,001			27,972
Net Income	245,467			216,719			160,767
Less: Net Income Prior to the Drop-Down and Simplification Transaction	12,929			27,843			(2,869		)
Net Income Subsequent to the Drop-Down and Simplification Transaction	232,538			188,876			163,636
Less: Net Income Attributable to Noncontrolling Interests	72,542			26,142			23,064
Net Income Attributable to Noble Midstream Partners LP	$	159,996		$	162,734		$	140,572

Adjusted EBITDA⁽¹⁾ Attributable to Noble Midstream Partners LP	$	254,586		$	223,144		$	156,526

Distributable Cash Flow⁽¹⁾ of Noble Midstream Partners LP	$	213,442		$	182,024		$	136,156

⁽¹⁾

Adjusted EBITDA and Distributable Cash Flow are not defined in GAAP and should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP. For additional information regarding our non-GAAP financial measures, see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.

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Throughput and Crude Oil Sales Volumes

The amount of revenue we generate primarily depends on the volumes of crude oil, natural gas and water for which we provide midstream services as well as the crude oil volumes we sell to customers. These volumes are affected primarily by the level of drilling and completion activity by our customers in our areas of operations, and by changes in the supply of and demand for crude oil, natural gas and NGLs in the markets served directly or indirectly by our assets.

Our customers’ willingness to engage in drilling and completion activity is determined by a number of factors, the most important of which are the prevailing and projected prices of crude oil and natural gas, the cost to drill and operate a well, expected well performance, the availability and cost of capital, and environmental and government regulations. We generally expect the level of drilling to positively correlate with long-term trends in commodity prices. Similarly, production levels nationally and regionally generally tend to positively correlate with drilling activity.

Our customers have dedicated acreage to us based on the services we provide. Our commercial agreements with Noble provide that, in addition to our existing dedicated acreage, any future acreage that is acquired by Noble in the IDP areas, and that is not subject to a pre-existing third-party commitment, will be included in the dedication to us for midstream services.

Throughput and crude oil sales volumes related to our Gathering Systems reportable segment and throughput volumes related to our Fresh Water Delivery reportable segment were as follows:



	Year Ended December 31,
	2019	2018	2017
DJ Basin
Crude Oil Sales Volumes (Bbl/d)	9,354	6,129	—
Crude Oil Gathering Volumes (Bbl/d)	182,121	143,095	61,864
Natural Gas Gathering Volumes (MMBtu/d)	476,605	308,929	228,768
Natural Gas Processing Volumes (MMBtu/d)	50,039	61,766	49,531
Produced Water Gathering Volumes (Bbl/d)	39,629	29,903	16,435
Fresh Water Delivery Volumes (Bbl/d)	164,524	175,754	155,990

Delaware Basin
Crude Oil Gathering Volumes (Bbl/d)	49,842	34,032	7,385
Natural Gas Gathering Volumes (MMBtu/d)	155,155	78,875	16,172
Produced Water Gathering Volumes (Bbl/d)	148,886	91,312	20,930

Total Gathering Systems
Crude Oil Sales Volumes (Bbl/d)	9,354	6,129	—
Crude Oil Gathering Volumes (Bbl/d)	231,963	177,127	69,249
Natural Gas Gathering Volumes (MMBtu/d)	631,760	387,804	244,940
Total Barrels of Oil Equivalent (Boe/d)	322,312	232,974	100,652
Natural Gas Processing Volumes (MMBtu/d)	50,039	61,766	49,531
Produced Water Gathering Volumes (Bbl/d)	188,515	121,215	37,365

Total Fresh Water Delivery
Fresh Water Services Volumes (Bbl/d)	164,524	175,754	155,990

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Revenues

Revenues from our Gathering System and Fresh Water Delivery reportable segments were as follows:



			Increase (Decrease) from Prior Year				Increase (Decrease) from Prior Year
(in thousands, except percentages)	2019		Increase (Decrease) from Prior Year		2018		Increase (Decrease) from Prior Year		2017
Year Ended December 31,
Gathering and Processing — Affiliate	$	337,086	27	%	$	265,505	40	%	$	189,732
Gathering and Processing — Third Party	76,645		42	%	54,017		626	%	7,444
Fresh Water Delivery — Affiliate	77,566		12	%	69,266		(9	)%	75,860
Fresh Water Delivery — Third Party	12,591		(35	)%	19,345		77	%	10,909
Crude Oil Sales — Third Party	189,772		34	%	141,490		N/M		—
Other — Affiliate	3,183		(20	)%	3,976		(30	)%	5,677
Other — Third Party	6,958		35	%	5,136		N/M		—
Total Midstream Services Revenues	$	703,801	26	%	$	558,735	93	%	$	289,622

N/M amount is not meaningful.

Revenues Trend Analysis

Revenues increased during 2019 as compared with 2018 and increased during 2018 as compared with 2017. The increases in revenues by reportable segment were as follows:

Gathering Systems Gathering Systems revenues increased by $143.5 million during 2019 as compared with 2018 due to the following:


•	an increase of $48.3 million in crude oil sales and $17.4 million in crude oil gathering services driven by an increase in throughput volumes resulting from an increase in the number of wells connected to the Black Diamond system;


•	an increase of $54.8 million in crude oil, produced water and natural gas gathering services revenues driven by an increase in throughput volumes resulting from an increase in wells connected to our gathering systems in the Wells Ranch IDP, Greeley Crescent IDP, and Mustang IDP.


•	an increase of $43.6 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes resulting from an increase in wells connected to our gathering systems in the Delaware Basin;

partially offset by:


•	a decrease of $10.1 million in natural gas gathering and processing revenues driven by a decrease in natural gas throughput volumes in the East Pony IDP; and


•	a decrease of $7.2 million in crude oil gathering driven by a decrease in crude oil throughput volumes in the East Pony IDP.

Gathering Systems revenues increased by $267.3 million during 2018 as compared with 2017 due to the following:

•

an increase of $141.5 million in crude oil sales due to the commencement of services upon closing of Black Diamond’s and Greenfield Midstream, LLC’s (the “Greenfield Member”) acquisition of all of the issued and outstanding limited liability company interests (the “Black Diamond Acquisition”) in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, “Saddle Butte”) from Saddle Butte Pipeline II, LLC;


•	an increase of $43.1 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Delaware Basin resulting from a full year of gathering services revenues and the commencement of services with a third-party customer during 2018;


•	an increase of $34.1 million in crude oil and natural gas gathering services revenues due to the commencement of services upon closing of the Black Diamond Acquisition;


•	an increase of $19.9 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Wells Ranch IDP and East Pony IDP;


•	an increase of $10.3 million in crude oil, natural gas and produced water gathering services revenues due to the commencement of services in the Mustang IDP during 2018;


•	an increase of $8.2 million in crude oil and produced water gathering services due to providing a full year of services in the Greeley Crescent IDP to an unaffiliated third party; and

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•	an increase of $3.5 million in crude oil, natural gas and produced water gathering services revenue driven by rate escalations in the Wells Ranch IDP and East Pony IDP;

partially offset by:


•	a decrease of $15.0 million in produced water hauling, recycling and disposal services driven by decreased use of third-party services in the Wells Ranch IDP and East Pony IDP.

Fresh Water Delivery Fresh Water Delivery revenues increased by $1.5 million during 2019 as compared with 2018 due to the following:


•	an increase of $19.8 million in fresh water delivery revenues due to the recommencement of services in the East Pony IDP area during 2019;

substantially offset by:


•	a decrease of $18.3 million in fresh water delivery revenues in the Mustang IDP, Greeley Crescent IDP and Wells Ranch IDP driven by decreased fresh water volumes resulting from reduced well completion activity by Noble.

Fresh Water Delivery revenues increased by $1.8 million during 2018 as compared with 2017 due to the following:


•	an increase of $36.7 million in fresh water delivery revenues due to the recommencement of services in the Mustang IDP during 2018; and


•	an increase of $8.4 million in fresh water delivery revenues driven by increased fresh water volumes delivered to a third-party customer in the Greeley Crescent IDP;

substantially offset by:


•	a decrease of $43.3 million in fresh water delivery revenues due to a decrease in fresh water deliveries in the Wells Ranch IDP and East Pony IDP resulting from reduced well completion activity by Noble.

Costs and Expenses

Direct Operating Expense

We seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly associated with operating our assets. Direct labor costs, ad valorem taxes, repair and maintenance costs, integrity management costs, utilities and contract services comprise the most significant portion of our operations and maintenance expense. Many of these expenses remain relatively stable across broad ranges of throughput volumes, but a portion of these expenses can fluctuate from period to period depending on the mix of activities performed during that period and the timing of these expenses. We also seek to manage operating expenditures on our midstream systems by scheduling maintenance over time to avoid significant variability in our maintenance expenditures and minimize their impact on our cash flow.

General and Administrative Expense

Noble charges us for general and administrative services. Direct charges include a fixed fee under our omnibus agreement and compensation of our executives under our secondment agreement based on the percentage of time spent working on us.

We incur incremental general and administrative expenses attributable to being a publicly traded partnership, including expenses associated with: annual, quarterly and current reporting with the SEC; tax return and Schedule K-1 preparation and distribution; Sarbanes-Oxley Act of 2002 compliance; Nasdaq listing; independent auditor fees; legal fees; investor relations expenses; transfer agent and registrar fees; incremental salary and benefits costs of seconded employees; outside director fees; director and officer insurance coverage expenses; and compensation expense associated with the LTIP.

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Costs and Expenses Trend Analysis

Costs and expenses were as follows:



				Increase (Decrease) from Prior Year				Increase from Prior Year
(in thousands, except percentages)	2019			Increase (Decrease) from Prior Year		2018		Increase from Prior Year		2017
Year Ended December 31,
Cost of Crude Oil Sales	$	181,390		33	%	$	136,368	N/M		$	—
Direct Operating	116,675			22	%	95,852		41	%	67,832
Depreciation and Amortization	96,981			22	%	79,568		246	%	22,990
General and Administrative	25,777			(1	)%	25,910		75	%	14,792
Other Operating (Income) Expense	(488		)	(123	)%	2,159		N/M		—
Total Operating Expenses	$	420,335		24	%	$	339,857	222	%	$	105,614

N/M Amount is not meaningful

Cost of Crude Oil Sales Cost of crude oil sales is recorded within our Gathering Systems reportable segment. Cost of crude oil sales increased $45.0 million during 2019 as compared with 2018. The increase is primarily attributable to increased sales volumes resulting from an increase in the number of wells connected to the Black Diamond system.

Direct Operating Expenses Direct operating expenses increased during 2019 as compared with 2018 and increased during 2018 as compared with 2017. The increases in direct operating expenses by reportable segment were as follows:

Gathering Systems Gathering Systems direct operating expenses increased $15.9 million during 2019 as compared with 2018. The increase was primarily attributable to operating expenses associated with expanding our systems to gather increased volumes resulting from an increase in the number of wells connected in the Delaware Basin, Wells Ranch IDP, Greeley Crescent IDP, and Mustang IDP areas during 2019.

Gathering systems direct operating expenses increased $28.9 million during 2018 as compared with 2017. The increases were primarily attributable to operating expenses associated with the CGFs in the Delaware Basin that were completed during 2018, operating expenses associated with the facilities acquired in the Black Diamond Acquisition, and operating expenses associated with the commencement of gathering services in the Mustang IDP during 2018.

Fresh Water Delivery Fresh Water Delivery direct operating expenses increased $4.4 million during 2019 as compared with 2018 primarily due to operating expenses associated with the recommencement of services in the East Pony IDP area.

Fresh Water Delivery direct operating expenses decreased $1.7 million during 2018 as compared with 2017 primarily due to decreased volumes resulting from the timing of well completion activity by Noble in the Wells Ranch and East Pony IDP areas and decreased use of third-party services.

Corporate Corporate direct operating expenses increased $0.5 million during 2019 as compared with 2018 and $0.9 million during 2018 as compared with 2017 primarily due to increased insurance expense.

Depreciation and Amortization Depreciation and amortization expense increased during 2019 as compared with 2018 and increased during 2018 as compared with 2017. The increases by reportable segment were as follows:

Gathering Systems Gathering Systems depreciation and amortization expense increased $17.1 million during 2019 as compared with 2018 primarily due to assets placed in service in 2019. Assets placed in service were associated with the Mustang gathering system, the expansion of the Delaware Basin infrastructure, and the continued development of the Black Diamond system.

Gathering Systems depreciation and amortization expense increased $56.6 million during 2018 as compared with 2017 primarily due to assets placed in service in 2018. Assets placed in service were associated with the expansion of the Wells Ranch CGF and gathering system, construction of the Greeley Crescent gathering system, construction of the Delaware Basin CGFs, and assets acquired in the Black Diamond Acquisition. Additionally, depreciation and amortization expense includes the amortization of intangible assets that consist of customer contracts and relationships acquired in the Black Diamond Acquisition.

Fresh Water Delivery Fresh Water Delivery depreciation and amortization expense remained consistent during 2019 as compared with 2018 as a substantial portion of the assets placed in service during 2019 were placed in service during fourth quarter 2019. Fresh Water Delivery depreciation and amortization expense remained consistent during 2018 as compared with 2017 as fresh water delivery assets in service remained consistent.

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General and Administrative Expense General and administrative expense is recorded within our Corporate reportable segment. General and administrative expense remained consistent during 2019 as compared with 2018. The increase in transaction expenses incurred in connection with the Drop-Down and Simplification Transaction were offset by transactions expenses incurred in connection with the Black Diamond acquisition.

General and administrative expense increased $11.1 million during 2018 as compared with 2017. The increase is primarily related to legal and financial advisory transaction expenses associated with the Black Diamond Acquisition as well as other professional fees. Transaction expenses associated with the Black Diamond Acquisition during 2018 were approximately $6.8 million. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition.

Other Operating Expense (Income) Other operating expense (income) is recorded within our Gathering Systems reportable segment. Other operating expenses incurred during 2018 include losses on the sale of crude oil inventory as well as the net impairment related to a damaged asset.

Other Expense (Income) Trend Analysis



				Increase (Decrease) from Prior Year					Increase from Prior Year
(in thousands)	2019			Increase (Decrease) from Prior Year		2018			Increase from Prior Year		2017
Year Ended December 31,
Interest Expense	$	33,723		100	%	$	16,863		308	%	$	4,130
Capitalized Interest	(17,487		)	173	%	(6,416		)	154	%	(2,527		)
Interest Expense, Net	16,236			55	%	10,447			552	%	1,603
Investment Loss (Income)	17,748			(209	)%	(16,289		)	157	%	(6,334		)
Total Other Expense (Income)	$	33,984		(682	)%	$	(5,842	)	23	%	$	(4,731	)

Interest Expense, Net Interest expense is recorded within our Corporate reportable segment. Interest expense represents interest incurred in connection with our revolving credit facility and term loan credit facilities. Our interest expense includes interest on outstanding balances on the facilities and commitment fees on the undrawn portion of our revolving credit facility as well as the non-cash amortization of origination fees. A portion of the interest expense is capitalized based upon construction-in-progress activity as well as our investments in equity method investees engaged in construction activities during the year. See Item 8. Financial Statements and Supplementary Data – Note 5. Property, Plant and Equipment for our construction-in-progress balances as of December 31, 2019 and 2018 and See Item 8. Financial Statements and Supplementary Data – Note 6. Investments.

Interest expense increased $16.9 million during 2019 as compared with 2018. The increase was primarily due to increased outstanding long-term debt during 2019 as compared with 2018, partially offset by a decrease in interest rates. Capitalized interest increased $11.1 million during 2019 as compared with 2018, primarily attributable to capitalized interest associated with our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude during 2019.

Interest expense increased $12.7 million during 2018 as compared with 2017. The increase was primarily due to increased outstanding long-term debt during 2018 as compared with 2017. During 2018, we utilized proceeds from long-term debt to fund portions of our construction activities and the Black Diamond Acquisition. In addition, interest rates increased during 2018. Capitalized interest increased $3.9 million during 2018 as compared with 2017 due to an increase in construction-in-progress during 2018 as compared with 2017.

Investment Loss (Income)

Investment income is recorded within our Investments in Midstream Entities reportable segment. Investment income decreased $34.0 million during 2019 as compared with 2018 primarily driven by losses from the Delaware Crossing, EPIC Y-Grade and EPIC Crude investments attributable to expenses incurred in connection with the formation of the entities as well as general and administrate expenses incurred prior to service commencement. Earnings from Advantage also decreased in 2019 as compared to 2018 resulting from decreased crude oil throughput.

Investment income increased $10.0 million during 2018 as compared with 2017 due to higher earnings from our investment in Advantage resulting from increased crude oil throughput volumes during 2018 as compared with 2017 as well as a full period of activity from Advantage which closed during second quarter 2017.

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Income Tax Provision

We are not a taxable entity for United States federal income tax purposes or for the majority of states that impose an income tax. Taxes are generally borne by our partners through the allocation of taxable income and we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. We are subject to a Texas margin tax due to our operations in the Delaware Basin and we recorded a de minimis state tax provision for the years ended December 31, 2019 and December 31, 2018. For periods prior to the Drop-Down and Simplification Transaction, our consolidated financial statements include a provision for tax expense on income related to the assets contributed to the Partnership. See Item 8. Financial Statements and Supplementary Data – Note 16. Income Taxes for a discussion of the changes in our income tax provision and effective tax rates.

Adjusted EBITDA (Non-GAAP Financial Measure)

Adjusted EBITDA should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, our Adjusted EBITDA may not be comparable to similar measures of other companies in our industry.

For a reconciliation of Adjusted EBITDA to its most comparable measures calculated and presented in accordance with GAAP, see Reconciliation of Non-GAAP Financial Measures, below.

As a result of our increased investment in midstream entities, we have refined our presentation of Adjusted EBITDA to adjust for certain items with respect to our equity method investments. We now define Adjusted EBITDA as net income before income taxes, net interest expense, depreciation and amortization, transaction expenses, unit-based compensation and certain other items that we do not view as indicative of our ongoing performance. Additionally, Adjusted EBITDA reflects the adjusted earnings impact of our equity method investments by adjusting our equity earnings or losses from our equity method investments to reflect our proportionate share of the EBITDA of such equity method investments. The table below also reflects Adjusted EBITDA prior to Drop-Down and Simplification Transaction. Prior period Adjusted EBITDA has been reclassified to conform to the current period presentation.

Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:


•	our operating performance as compared with those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;


•	the ability of our assets to generate sufficient cash flow to make distributions to our partners;


•	our ability to incur and service debt and fund capital expenditures; and


•	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income and net cash provided by operating activities. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP.

Distributable Cash Flow (Non-GAAP Financial Measure)

Distributable cash flow should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Distributable cash flow excludes some, but not all, items that affect net income or net cash provided by operating activities, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similar measures of other companies in our industry.

For a reconciliation of distributable cash flow to its most comparable measures calculated and presented in accordance with GAAP, see Reconciliation of Non-GAAP Financial Measures, below.

As a result of our increased investment in midstream entities, we have refined our presentation of distributable cash flow to adjust for certain items with respect to our equity method investments. We now define distributable cash flow as Adjusted EBITDA plus distributions received from our equity method investments less our proportionate share of Adjusted EBITDA from such equity method investments, estimated maintenance capital expenditures and cash interest paid. The table below also reflects Adjusted EBITDA prior to Drop-Down and Simplification Transaction. Prior period distributable cash flow has been reclassified to conform to the current period presentation.

Distributable cash flow does not reflect changes in working capital balances. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and distributable cash flow is one of the factors used by the board of directors

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of our General Partner to help determine the amount of cash that is available to our unitholders for a given period. Therefore, we believe distributable cash flow provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities. Distributable cash flow should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP.

Reconciliation of Non-GAAP Financial Measures

The following tables present reconciliations of Adjusted EBITDA and distributable cash flow to net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.

Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow



	Year Ended December 31,
(in thousands)	2019			2018		2017
Reconciliation from Net Income
Net Income	$	245,467		$	216,719	$	160,767
Add:
Depreciation and Amortization	96,981			79,568		22,990
Interest Expense, Net of Amount Capitalized	16,236			10,447		1,603
Tax Provision	4,015			8,001		27,972
Transaction and Integration Expenses	6,338			7,601		—
Proportionate Share of Equity Method Investment EBITDA Adjustments	16,160			1,700		2,017
Unit-Based Compensation and Other	751			2,392		790
Adjusted EBITDA	385,948			326,428		216,139
Less:
Adjusted EBITDA Prior to Drop-Down and Simplification Transaction	26,629			49,832		35,120
Adjusted EBITDA Subsequent to Drop-Down and Simplification Transaction	359,319			276,596		181,019
Less:
Adjusted EBITDA Attributable to Noncontrolling Interests	104,733			53,452		24,493
Adjusted EBITDA Attributable to Noble Midstream Partners LP	254,586			223,144		156,526
Add:
Distribution from Equity Method Investments	10,135			9,219		—
Less:
Proportionate Share of Equity Method Investment Adjusted EBITDA	(6,275		)	13,580		3,796
Cash Interest Paid	32,984			16,320		3,734
Maintenance Capital Expenditures	24,570			20,439		12,840
Distributable Cash Flow of Noble Midstream Partners LP	$	213,442		$	182,024	$	136,156

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Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA and Distributable Cash Flow



	Year Ended December 31,
(in thousands)	2019			2018			2017
Reconciliation from Net Cash Provided by Operating Activities
Net Cash Provided by Operating Activities	$	385,143		$	273,687		$	196,362
Add:
Interest Expense, Net of Amount Capitalized	16,236			10,447			1,603
Changes in Operating Assets and Liabilities	(4,165		)	33,320			14,742
Transaction and Integration Expenses	6,338			7,601			—
Equity Method Investment EBITDA Adjustments	(16,413		)	4,361			3,796
Other Adjustments	(1,191		)	(2,988		)	(364		)
Adjusted EBITDA	385,948			326,428			216,139
Less:
Adjusted EBITDA Prior to Drop-Down and Simplification Transaction	26,629			49,832			35,120
Adjusted EBITDA Subsequent to Drop-Down and Simplification Transaction	359,319			276,596			181,019
Less:
Adjusted EBITDA Attributable to Noncontrolling Interests	104,733			53,452			24,493
Adjusted EBITDA Attributable to Noble Midstream Partners LP	254,586			223,144			156,526
Add:
Distribution from Equity Method Investments	10,135			9,219			—
Less:
Proportionate Share of Equity Method Investment Adjusted EBITDA	(6,275		)	13,580			3,796
Cash Interest Paid	32,984			16,320			3,734
Maintenance Capital Expenditures	24,570			20,439			12,840
Distributable Cash Flow of Noble Midstream Partners LP	$	213,442		$	182,024		$	136,156

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LIQUIDITY AND CAPITAL RESOURCES

Financing Strategy

Our primary sources include cash generated from operations, borrowings under our revolving credit facility, and equity or debt offerings. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements, long-term capital expenditure requirements and quarterly cash distributions. We do not have any commitment from Noble or our General Partner or any of their respective affiliates to fund our cash flow deficits or provide other direct or indirect financial assistance to us.

Our partnership agreement requires that we distribute all of our available cash to our unitholders. As a result, we expect to rely primarily upon external financing sources, including our revolving credit facility and the issuance of debt and equity securities, to fund acquisitions and our expansion capital expenditures.

During 2019, we utilized external financing sources to fund portions of our construction activities, capital contributions to our investments and cash consideration for the Drop-Down and Simplification Transaction. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition and Item 8. Financial Statements and Supplementary Data – Note 6. Investments.

Available Liquidity

Our operating cash flows are a significant source of liquidity. Additional sources of funding were available through debt and equity financing activities, as described below. Year-end liquidity was as follows:



	December 31,
(in thousands)	2019		2018		2017
Cash, Cash Equivalents, and Restricted Cash ⁽¹⁾	$	12,726	$	15,712	$	57,595
Amount Available to be Borrowed Under Our Revolving Credit Facility ⁽²⁾	555,000		740,000		265,000
Available Liquidity	$	567,726	$	755,712	$	322,595


⁽¹⁾	See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation.


⁽²⁾	See Item 8. Financial Statements and Supplementary Data – Note 8. Long-Term Debt.

Revolving Credit Facility and Term Loan Credit Facility

Our revolving credit facility is available to fund working capital requirements, acquisitions and expansion capital expenditures. In 2019, we utilized our revolving credit facility to fund our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude and a portion of the cash consideration in the Drop-Down and Simplification Transaction. On December 13, 2019, we exercised the $350 million accordion feature on the revolving credit facility and increased the capacity from $800 million to $1.15 billion. As of December 31, 2019, $595 million was outstanding under our revolving credit facility. See Item 8. Financial Statements and Supplementary Data – Note 8. Long-Term Debt.

On August 23, 2019, we entered into an additional three-year senior unsecured term loan credit facility that permits aggregate borrowings of up to $400 million. Proceeds were used to repay a portion of the outstanding borrowings under our revolving credit facility and pay fees and expenses in connection with the term loan credit facility transactions. See Item 8. Financial Statements and Supplementary Data – Note 8. Long-Term Debt.

Preferred Equity

On March 25, 2019, we secured the GIP preferred equity commitment totaling $200 million. During 2019, preferred equity proceeds totaled $100 million and we incurred offering costs of $3.4 million. The remaining $100 million equity commitment is available for a one-year period, subject to certain conditions precedent. Proceeds from the preferred equity were utilized to repay a portion of outstanding borrowings under our revolving credit facility. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition.

2019 Private Placement

On November 14, 2019, we completed the 2019 Private Placement and sold 12,077,295 Common Units for gross proceeds of approximately $250 million. Net proceeds totaled approximately $242.9 million, after deducting offering expenses of approximately $7.1 million. Proceeds from the 2019 Private Placement were utilized to fund a portion of the cash consideration for the Drop-Down and Simplification Transaction. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition.

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Cash Flows

Summary cash flow information was as follows:



	Year Ended December 31,
(in thousands)	2019			2018			2017
Total Cash Provided By (Used in)
Operating Activities	$	385,143		$	273,687		$	196,362
Investing Activities	(872,593		)	(1,268,488		)	(381,745		)
Financing Activities	484,464			952,918			185,535
(Decrease) Increase in Cash and Cash Equivalents	$	(2,986	)	$	(41,883	)	$	152

Operating Activities Net cash provided by operating activities increased during 2019 as compared with 2018 primarily due to an increase of net income driven by increased revenues resulting from higher throughput volumes due to expansion of existing systems and providing services to new areas and customers. The increase in revenues was partially offset by an increase in direct operating expenses.

Net cash provided by operating activities increased during 2018 as compared with 2017 primarily due to an increase of net income driven by increased revenues resulting from higher throughput volumes due to expansion of existing systems and providing services to new areas and customers. The increase in revenues was partially offset by an increase in direct operating expenses resulting from providing services to new areas and customers as well as an increase in general and administrative expense due to legal and financial advisory fees associated with the Black Diamond Acquisition.

Investing Activities Cash used in investing activities decreased during 2019 as compared with 2018 primarily due to the Black Diamond Acquisition and increased additions to property, plant and equipment during 2018 related to construction of the Mustang gathering system, expansion of the Mustang fresh water delivery system and construction of the Delaware Basin CGFs.

The decrease was partially offset by our additions to investments during 2019 due to our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude.

Cash used in investing activities increased during 2018 as compared with 2017 primarily driven by the Black Diamond Acquisition. Additions to property, plant and equipment were also higher in 2018 due to construction of the Mustang gathering system, expansion of the Mustang fresh water delivery system and construction of the Delaware Basin CGFs.

Financing Activities Cash provided by financing activities decreased during 2019 as compared with 2018 primarily due to the distribution to Noble for the Drop-Down and Simplification Transaction, a decrease in contributions from noncontrolling interest holders and an increase in distributions to unitholders. The decrease was partially offset by an increase in net long-term borrowings, proceeds from the preferred equity issuance and other equity offerings.

Cash provided by financing activities increased during 2018 as compared with 2017. The increase was primarily due to increased net long-term debt borrowings and increased contributions from noncontrolling interest owners, which included the contribution from Greenfield Member to fund the Black Diamond Acquisition.

Off-Balance Sheet Arrangements

As of December 31, 2019, our material off-balance sheet arrangements that we have entered into include our transportation commitments, undrawn letters of credit and guarantees.

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Contractual Obligations

The following table summarizes certain contractual obligations as of December 31, 2019 that are reflected in the consolidated balance sheets and/or disclosed in the accompanying notes.



Obligation	Note Reference ⁽¹⁾	2020		2021 and 2022		2023 and 2024		2025 and Beyond		Total
(in thousands)
Long-Term Debt ⁽²⁾	Note 8	$	—	$	900,000	$	595,000	$	—	$	1,495,000
Long-Term Debt Interest Payments and Revolving Credit Facility Commitment Fee ⁽³⁾	Note 8	45,221		66,253		3,677		—		115,151
Asset Retirement Obligations ⁽⁴⁾	Note 9	—		—		8,461		29,381		37,842
Omnibus Fee ⁽⁵⁾	Note 3	6,850		—		—		—		6,850
Finance Lease Obligations ⁽⁶⁾	Note 15	—		2,005		—		—		2,005
Operating Lease Obligations⁽⁷⁾	Note 14	2,528		260		—		—		2,788
Purchase Obligations ⁽⁸⁾	Note 15	4,947		—		—		—		4,947
Transportation Fees ⁽⁹⁾	Note 15	17,961		67,296		70,552		60,809		216,618
Surface Lease Obligations ⁽¹⁰⁾	Note 15	215		391		350		3,857		4,813
Total Contractual Obligations		$	77,722	$	1,036,205	$	678,040	$	94,047	$	1,886,014


⁽¹⁾	References are to the Notes accompanying Item 8. Financial Statements and Supplementary Data.


⁽²⁾	Long-term debt includes our revolving credit facility and term loan credit facility balances based on the maturity dates of the facilities.


⁽³⁾	Interest payments are based on the outstanding balance, scheduled maturity and interest rate in effect at December 31, 2019. The commitment fee is associated with the unused portion of the revolving credit facility and is based on the unused capacity as of December 31, 2019, $555 million, for all periods presented and assumes no borrowing capacity increases.


⁽⁴⁾	Asset retirement obligations are discounted.


⁽⁵⁾	Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process.


⁽⁶⁾	Annual capital lease payments exclude regular maintenance and operational costs.


⁽⁷⁾	Operating lease obligations represent non-cancelable leases for equipment used in our daily operations. Amounts have not been discounted.


⁽⁸⁾	Purchase obligations represent contractual agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including: fixed and minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.


⁽⁹⁾	Our transportation fees include fixed fees for the transportation of crude oil. We have entered into long-term agreements with unaffiliated third parties to satisfy a substantial portion of our transportation commitment.


⁽¹⁰⁾	Surface lease obligations represent annual payments to landowners.

In addition to the above contractual obligations, an affiliate of Black Diamond enters into agreements to purchase crude oil from producers at market-based prices. The agreements do not contain provisions regarding fixed or minimum quantities of crude oil to be purchased.

Preferred Equity We can redeem the preferred equity in whole or in part at any time for cash at a predetermined redemption price. The predetermined redemption price is the greater of (i) an amount necessary to achieve a 12% internal rate of return or (ii) an amount necessary to achieve a 1.375x multiple on invested capital. GIP can request redemption of the preferred equity following the later of the sixth anniversary of the closing or the fifth anniversary of the EPIC Crude pipeline completion date at a pre-determined base return. The preferred equity is perpetual and has a 6.5% annual dividend rate, payable quarterly in cash, with the ability to accrue unpaid dividends during the first two years following the closing.See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation and Note 4. Offerings and Acquisition.

Letters of Credit In the ordinary course of business, we maintain letters of credit in support of certain performance obligations of our subsidiaries. Outstanding letters of credit, including Black Diamond, totaled approximately $42.4 million at December 31, 2019.

Capital Requirements

Capital Expenditures and Planned Capital Expenditures

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The midstream energy business is capital intensive, requiring the maintenance of existing gathering systems and other midstream assets and facilities and the acquisition or construction and development of new gathering systems and other midstream assets and facilities. Based on the nature of the expenditure, we categorize our capital expenditures as either:


•	maintenance capital expenditures, which are additions to property, plant and equipment made to maintain, over the long term, our production and/or operating income. We use an estimate of maintenance capital expenditures to determine our operating surplus, for purposes of determining cash available for distributions; or


•	expansion capital expenditures, which are additions to property, plant and equipment made to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system throughput or capacity from current levels, including well connections that increase existing system throughput.

Our planned expansion capital expenditures, driven primarily by Noble’s and our third-party customers’ planned well completions and production growth on our dedicated acreage, will consist primarily of well connections and gathering line additions. We expect to fund at least a portion of future expansion capital expenditures with borrowings under our revolving credit facility. We expect our maintenance capital expenditures to be funded primarily from cash flows from operations.

Capital expenditures and other investing activities (on an accrual basis) were as follows:



	Year Ended December 31,
(in thousands)	2019		2018		2017
Gathering System Expenditures⁽¹⁾	$	257,066	$	738,427	$	393,184
Fresh Water Delivery System Expenditures	7,330		23,018		16,469
Other	1,068		555		—
Total Capital Expenditures	$	265,464	$	762,000	$	409,653

Additions to Investments	$	611,325	$	426	$	68,504


⁽¹⁾	Gathering system expenditures include only the portion of the purchase price for the Black Diamond Acquisition allocated to Property, Plant and Equipment totaling $205.8 million.

For the year ended December 31, 2019, gathering system expenditures were primarily associated with well connections in the Mustang IDP, Black Diamond dedication area and the Delaware Basin as well as expansion of the Mustang gathering system. Fresh water delivery system expenditures were primarily associated with the expansion of the Greeley Crescent fresh water delivery system. Our additions to investments were primarily related to our capital contributions for the Delaware Crossing, EPIC Y-Grade and EPIC Crude. See Item 8. Financial Statements and Supplementary Data - Note 6 Investments.

For the year ended December 31, 2018, gathering system expenditures were primarily associated with the construction of the Mustang gathering system and construction of CGFs in the Delaware Basin. Additionally, our gathering system expenditures include the Black Diamond Acquisition as well as expenditures related to the connection of the acquired system to a major oil takeaway outlet in the DJ Basin. Fresh water delivery system expenditures were primarily associated with the expansion of the Mustang fresh water delivery system. Our additions to investments during 2018 were related to a capital call for our White Cliffs Interest.

For the year ended December 31, 2017, gathering system expenditures were primarily associated with the construction of the Greeley Crescent, Delaware Basin and Mustang gathering systems, expansion of the Wells Ranch gathering system and construction of the connection from the Billy Miner I CGF in the Delaware Basin to the Advantage pipeline. Fresh water delivery system expenditures were primarily associated with the construction of the Greeley Crescent fresh water delivery system and expansion of the Mustang fresh water delivery system. Our additions to investments during 2017 were related to our investment in Advantage.

Cash Distributions

Our partnership agreement requires that we distribute all of our available cash quarterly. Quarterly distributions, if any, will be made within 45 days after the end of each calendar quarter to holders of record on the applicable record date.

On January 23, 2020, the Board of our General Partner declared a quarterly cash distribution of $0.6878 per limited partner unit. The distribution will be paid on February 14, 2020, to unitholders of record on February 4, 2020.

We expect that if we are successful in executing our business strategy, we will grow our business in a steady and sustainable manner and distribute to our unitholders a portion of any increase in our cash available for distribution resulting from such growth. We expect our General Partner may cause us to establish reserves for specific purposes, such as major capital expenditures or debt service payments, or may choose to generally reserve cash in the form of excess distribution coverage

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from time to time for the purpose of maintaining stability or growth in our quarterly distributions. In addition, our General Partner may cause us to borrow amounts to fund distributions in quarters when we generate less cash than is necessary to sustain or grow our cash distributions per unit. Our cash distribution policy reflects a judgment that our unitholders will be better served by our distributing rather than retaining our cash available for distribution. The board of directors of our General Partner has considerable discretion to determine the amount of our available cash each quarter. In addition, the board of directors of our General Partner may change our cash distribution policy at any time.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the consolidated financial statements requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. When alternatives exist among various accounting methods, the choice of accounting method can have a significant impact on reported amounts. The following is a discussion of the accounting policies, estimates and judgments which management believes are most significant in the application of U.S. GAAP used in the preparation of the consolidated financial statements.

Business Combination We allocate the total purchase price of a business combination, such as the Black Diamond Acquisition, to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date, with the excess purchase price recorded as goodwill. See the discussion of goodwill below. Determining the fair value of assets and liabilities acquired, as well as intangible assets that relate to such items as customer contracts and relationships, involves professional judgment and is ultimately based on acquisition models and management’s assessment of the value of the assets acquired and, to the extent available, third-party assessments. See the discussion of intangible assets below. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired or liabilities assumed at the acquisition date. The income valuation method represents the present value of future cash flows over the life of the assets using: (i) financial forecasts, which rely on management’s estimates of revenue and operating expenses; (ii) long-term growth rates; and (iii) appropriate discount rates. The market valuation method uses prices paid for a reasonably similar asset by other purchasers in the market, with adjustments to reflect differences, such as physical condition and historical performance, between the assets. The cost valuation method is based on the replacement cost of a comparable asset at prices at the time of the acquisition, reduced for depreciation of the asset resulting from physical deterioration and functional or economic obsolescence.

The estimated fair values assigned to assets acquired and liabilities assumed in a purchase price allocation can have a significant effect on future results of operations. For example, a higher fair value assigned to a property, plant and equipment results in higher depreciation and amortization expense, which results in lower net income. In addition, if future operating expenses are higher than the estimates originally used to determine fair value, the resulting reductions in future cash flows could indicate that property, plant and equipment is impaired. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition.

Principles of Consolidation The consolidated financial statements include the accounts of our subsidiaries and variable interest entities (“VIEs”), of which we are the primary beneficiary. A VIE is required to be consolidated by its primary beneficiary, which is generally defined as the party who has (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We evaluate our relationships with each VIE, which include Gunnison River DevCo LP and Black Diamond, on an ongoing basis to determine whether we continue to be the primary beneficiary. Affiliate or third-party ownership interests in our consolidated VIEs are presented as noncontrolling interests. See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation.

We use the equity method of accounting for investments in entities that we do not control but over which we exert significant influence. For certain entities, we serve as the operator and exert significant influence over the day-to-day operations. For other entities, we do not serve as the operator; however, our voting position on management committees or the board of directors allows us to exert significant influence over decisions regarding capital investments, budgets, turnarounds, maintenance, monetization decisions and other project matters. As a result, our investments in Advantage, Delaware Crossing, EPIC Y-Grade and EPIC Crude do not require consolidation under the VIE consolidation model. See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation and See Item 8. Financial Statements and Supplementary Data – Note 6. Investments.

Impairment of Long-Lived Assets Property, plant and equipment are generally stated at the lower of historical cost less accumulated depreciation or fair value, if impaired. Property, plant and equipment balances are evaluated for potential impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable from expected undiscounted cash flows from the use and eventual disposition of an asset. If the carrying amount of the asset is not expected to be recoverable from future undiscounted cash flows, an impairment may be recognized. Any impairment is measured as the excess of the carrying amount of the asset over its estimated fair value.

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In assessing long-lived assets for impairments, our management evaluates changes in our business and economic conditions and their implications for recoverability of the assets’ carrying amounts. A substantial portion of our revenues arise from services provided to Noble. Therefore, sustained decreases in commodity prices, significant changes in Noble’s future development plans, to the extent they affect our operations, may necessitate assessment of the carrying amount of our affected assets for recoverability. In addition, an increase in our construction or operating costs may also necessitate an assessment.

Such assessment requires application of judgment regarding the use and ultimate disposition of the asset, long-range revenue and expense estimates, global and regional economic conditions, including commodity prices and drilling activity by our customers, as well as other factors affecting estimated future net cash flows. The measure of impairments to be recognized, if any, depends upon management’s estimate of the asset’s fair value, which may be determined based on the estimates of future net cash flows or values at which similar assets were transferred in the market in recent transactions, if such data is available. See Item 8. Financial Statements and Supplementary Data – Note 5. Property, Plant and Equipment.

Goodwill Our goodwill resulted from the Black Diamond Acquisition and represents the excess of the consideration paid over fair value of the net identifiable assets of the acquired business. All of our goodwill is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition and see Item 8. Financial Statements and Supplementary Data – Note 10. Segment Information.

Goodwill is not amortized to earnings but is qualitatively assessed for impairment. We conducted our annual goodwill impairment assessment as of September 30, 2019. Based on the results of the initial qualitative assessment, we concluded that it was more likely than not that the fair value of the Black Diamond reporting unit was in excess of the respective net book values, including goodwill, and, therefore, that goodwill was not impaired. We continue to monitor for impairment indicators, which can lead to further goodwill impairment testing.

Intangible Assets Our intangible assets are comprised of customer contracts and relationships from the Black Diamond Acquisition and were recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. The customer contracts we acquired are long-term, fixed-fee contracts for the purchase and sale of crude oil. Fair value was calculated using the multi-period excess earnings method under the income approach for the existing customers. This valuation method is based on first forecasting gross profit for the existing customers and then applying expected attrition rates. The operating cash flows were calculated by determining the costs required to generate gross profit from the existing customers. The key assumptions include overall gross profit growth, attrition rate of existing customers over time and the discount rate.

We utilize the straight-line method of amortization for intangible assets with finite lives. The amortization period is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. The estimated economic benefit was determined by assessing the life of the assets related to the contracts and relationships, likelihood of renewals, competitive factors, regulatory or legal provisions and maintenance costs.

Intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No intangible asset impairment has been recognized. See Item 8. Financial Statements and Supplementary Data – Note 4. Offerings and Acquisition and see Item 8. Financial Statements and Supplementary Data – Note 7. Intangible Assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

We currently generate a substantial portion of our revenues pursuant to fee-based commercial agreements under which we are paid based on the volumes of crude oil, natural gas and produced water that we gather and process and fresh water services we provide, rather than the underlying value of the commodity.

We have indirect exposure to commodity price risk in that persistent low commodity prices may cause our customers and other potential customers to delay drilling or shut in production, which would reduce the volumes available for gathering and processing by our infrastructure assets. If our customers delay drilling or completion activity, or temporarily shut in production due to persistently low commodity prices or for any other reason, we are not assured a certain amount of revenue as our commercial agreements do not contain minimum volume commitments. Because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase hydrocarbon and water throughput volumes on our midstream systems, which depends on our customers’ level of drilling and completion activity on our dedicated acreage.

We may acquire or develop additional midstream assets in a manner that increases our exposure to commodity price risk. Future exposure to the volatility of crude oil, natural gas and NGL prices could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions to our unitholders.

Interest Rate Risk

Our primary exposure to interest rate risk results from outstanding borrowings under our revolving credit facility and term loan credit facilities, which have variable interest rates. As of December 31, 2019, $595 million and $900 million were outstanding under our revolving credit facility and term loan credit facilities, respectively. A 1.0% increase in our interest rates would have resulted in an estimated $9.5 million increase in interest expense for the year ended December 31, 2019. As a result, our results of operations, cash flows and financial condition and, as a further result, our ability to make cash distributions to our unitholders, could be adversely affected by significant increases in interest rates.

LIBOR Transition

The London Inter-bank Offered Rate (“LIBOR”) is a commonly used indicative measure of the average interest rate at which major global banks could borrow from one another. Certain of our agreements use LIBOR as a “benchmark” or “reference rate” for various terms. It is expected that the LIBOR benchmark will be discontinued after 2021. We are currently reviewing our agreements that extend past 2021 to determine their exposure to LIBOR. Some agreements contain an existing LIBOR alternative. Where there is not an alternative, we expect to replace the LIBOR benchmark with an alternative reference rate such as the Secured Overnight Financing Rate (“SOFR”). We do not expect the transition to an alternative rate to have a significant impact on our business or operations.

Credit Risk

We derive a substantial portion of our revenue from Noble and we expect to derive a substantial majority of our revenue from Noble for the foreseeable future. As a result, any event, whether in our area of operations or otherwise, that adversely affects Noble’s production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our revenues and cash available for distribution.

Additionally, we are subject to the risk of non-payment or non-performance by our customers, including with respect to our commercial agreements, most of which do not contain minimum volume commitments. Furthermore, we cannot predict the extent to which our customers’ businesses would be impacted if conditions in the energy industry were to deteriorate nor can we estimate the impact such conditions would have on our customers’ ability to execute its drilling and development plan on our dedicated acreage or to perform under our commercial agreements. Any material non-payment or non-performance by our customers under our commercial agreements would have a significant adverse impact on our business, financial condition, results of operations and cash flows and could therefore materially adversely affect our ability to make cash distributions to our unitholders.

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Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS



Consolidated Financial Statements of Noble Midstream Partners LP

Management’s Report on Internal Control over Financial Reporting	68

Report of Independent Registered Public Accounting Firm (Financial Statements)	69

Report of Independent Registered Public Accounting Firm (Internal Control over Financial Reporting)	71

Consolidated Balance Sheets as of December 31, 2019 and 2018	72

Consolidated Statements of Operations and Comprehensive Income for Each of the Years in the Three-Year Period Ended December 31, 2019	73

Consolidated Statements of Cash Flows for Each of the Years in the Three-Year Period Ended December 31, 2019	74

Consolidated Statements of Changes in Equity in the Three-Year Period Ended December 31, 2019	75

Notes to Consolidated Financial Statements

Note 1. Organization and Nature of Operations	76
Note 2. Summary of Significant Accounting Policies and Basis of Presentation	77
Note 3. Transactions with Affiliates	83
Note 4. Offerings and Acquisition	85
Note 5. Property, Plant and Equipment	87
Note 6. Investments	88
Note 7. Intangible Assets	90
Note 8. Long-Term Debt	91
Note 9. Asset Retirement Obligations	92
Note 10. Segment Information	92
Note 11. Unit-Based Compensation	94
Note 12. Partnership Distributions	94
Note 13. Net Income Per Limited Partner Unit	95
Note 14. Leases	96
Note 15. Commitments and Contingencies	97
Note 16. Income Taxes	98

Supplemental Quarterly Financial Information (Unaudited)	99

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not detect or prevent misstatements. Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or processes may deteriorate.

As of December 31, 2019, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2019, based on those criteria.

KPMG LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report, has issued an attestation report on the effectiveness of internal control over financial reporting as of December 31, 2019 which is included herein.



			Noble Midstream Partners LP

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Report of Independent Registered Public Accounting Firm

To the Unitholders of Noble Midstream Partners LP and

Board of Directors of Noble Midstream GP LLC:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Noble Midstream Partners LP and subsidiaries (the Partnership) as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity for each of the years in the three‑year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2020 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of property, plant and equipment for impairment triggering events

As discussed in Note 2 to the consolidated financial statements, the Partnership performs a quarterly assessment of property, plant and equipment to identify events or changes in circumstances, or triggering events, which indicate the carrying value of such assets may not be recoverable. The Partnership provides midstream services to Noble Energy, Inc. and other third party customers via long-term revenue agreements. Triggering events include sustained decreases in commodity prices, declines in customers’ reservoir performance or changes to their development outlook, and increased construction and operating costs. The carrying value of property, plant and equipment as of December 31, 2019 was $1,762,957 thousand.

We identified the assessment of property, plant and equipment for impairment triggering events as a critical audit matter. Sustained decreases in commodity prices, declines in customers’ reservoir performance or changes to their development outlook, and increased construction and operating costs could significantly impact the future profitability of the Partnership, and the evaluation of these factors required a higher degree of auditor judgment.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Partnership’s process to identify and assess triggering events, including controls related to

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the consideration of actual revenue generated under existing revenue agreements, commodity prices, customers’ reservoir performance and their development plans, and historical financial results of the Partnership. We evaluated the Partnership’s triggering event identification and assessment against internal operational data and financial results. We compared the Partnership’s estimated production information against customers’ reserves estimates and development outlooks. We tested a sample of revenue transactions and compared those transactions to the underlying revenue agreements to identify significant modifications to the revenue agreements. We evaluated the Partnership’s data and assumptions when we identified information that was contrary to that used by the Partnership.



		/s/ KPMG LLP

We have served as the Partnership’s auditor since 2015.

Houston, Texas
February 12, 2020

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Report of Independent Registered Public Accounting Firm

To the Unitholders of Noble Midstream Partners LP and

Board of Directors of Noble Midstream GP LLC:

Opinion on Internal Control Over Financial Reporting

We have audited Noble Midstream Partners LP and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 12, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



		/s/ KPMG LLP
Houston, Texas
February 12, 2020

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Noble Midstream Partners LP

Consolidated Balance Sheets

(in thousands)



	December 31, 2019			December 31, 2018
ASSETS
Current Assets
Cash and Cash Equivalents	$	12,676		$	14,761
Accounts Receivable — Affiliate	42,428			41,812
Accounts Receivable — Third Party	44,093			23,459
Other Current Assets	8,730			5,875
Total Current Assets	107,927			85,907
Property, Plant and Equipment
Total Property, Plant and Equipment, Gross	2,006,995			1,752,122
Less: Accumulated Depreciation and Amortization	(244,038		)	(181,199		)
Total Property, Plant and Equipment, Net	1,762,957			1,570,923
Investments	660,778			82,317
Intangible Assets, Net	277,900			310,202
Goodwill	109,734			109,734
Other Noncurrent Assets	6,786			33,095
Total Assets	$	2,926,082		$	2,192,178
LIABILITIES, MEZZANINE EQUITY AND EQUITY
Current Liabilities
Accounts Payable — Affiliate	$	8,155		$	7,182
Accounts Payable — Trade	107,705			94,265
Other Current Liabilities	11,680			13,790
Total Current Liabilities	127,540			115,237
Long-Term Liabilities
Long-Term Debt	1,495,679			559,021
Asset Retirement Obligations	37,842			30,533
Other Long-Term Liabilities	4,160			832
Total Liabilities	1,665,221			705,623
Mezzanine Equity
Redeemable Noncontrolling Interest, Net	106,005			—
Equity
Parent Net Investment	—			170,322
Partners’ Equity
Limited Partner
Common Units (90,136 and 23,759 units outstanding, respectively)	813,999			699,866
Subordinated Units (15,903 units outstanding as of December 31, 2018)	—			(130,207		)
General Partner	—			2,421
Total Partners’ Equity and Parent Net Investment	813,999			742,402
Noncontrolling Interests	340,857			744,153
Total Equity	1,154,856			1,486,555
Total Liabilities, Mezzanine Equity and Equity	$	2,926,082		$	2,192,178

The accompanying notes are an integral part of these financial statements.

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Noble Midstream Partners LP

Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per unit amounts)



	Year Ended December 31,
	2019			2018			2017
Revenues
Midstream Services — Affiliate	$	417,835		$	338,747		$	271,269
Midstream Services — Third Party	96,194			78,498			18,353
Crude Oil Sales — Third Party	189,772			141,490			—
Total Revenues	703,801			558,735			289,622
Costs and Expenses
Cost of Crude Oil Sales	181,390			136,368			—
Direct Operating	116,675			95,852			67,832
Depreciation and Amortization	96,981			79,568			22,990
General and Administrative	25,777			25,910			14,792
Other Operating (Income) Expense	(488		)	2,159			—
Total Operating Expenses	420,335			339,857			105,614
Operating Income	283,466			218,878			184,008
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	16,236			10,447			1,603
Investment Loss (Income)	17,748			(16,289		)	(6,334		)
Total Other Expense (Income)	33,984			(5,842		)	(4,731		)
Income Before Income Taxes	249,482			224,720			188,739
Tax Provision	4,015			8,001			27,972
Net Income	245,467			216,719			160,767
Less: Net Income Prior to the Drop-Down and Simplification Transaction	12,929			27,843			(2,869		)
Net Income Subsequent to the Drop-Down and Simplification Transaction	232,538			188,876			163,636
Less: Net Income Attributable to Noncontrolling Interests	72,542			26,142			23,064
Net Income Attributable to Noble Midstream Partners LP	159,996			162,734			140,572
Less: Net Income Attributable to Incentive Distribution Rights	13,967			5,836			835
Net Income Attributable to Limited Partners	$	146,029		$	156,898		$	139,737

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	3.09		$	3.96		$	4.10
Subordinated Units	$	3.86		$	3.96		$	4.10

Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	3.08		$	3.96		$	4.10
Subordinated Units	$	3.86		$	3.96		$	4.10

Weighted Average Limited Partner Units Outstanding — Basic
Common Units	40,083			23,686			18,192
Subordinated Units	5,795			15,903			15,903

Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	40,105			23,701			18,204
Subordinated Units	5,795			15,903			15,903

The accompanying notes are an integral part of these financial statements.

Table of Contents

Index to Financial Statements

Noble Midstream Partners LP

Consolidated Statements of Cash Flows

(in thousands)



	Year Ended December 31,
	2019			2018			2017
Cash Flows From Operating Activities
Net Income	$	245,467		$	216,719		$	160,767
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation and Amortization	96,981			79,568			22,990
Asset Impairment	(488		)	3,470			—
Deferred Income Taxes	3,848			7,780			27,952
Loss (Income) from Equity Method Investees	22,435			(11,880		)	(1,779		)
Distributions from Equity Method Investees	10,135			9,219			—
Unit-Based Compensation	1,052			1,392			790
Other Adjustments for Noncash Items Included in Income	1,548			739			384
Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed
Increase in Accounts Receivable	(24,126		)	(13,863		)	(17,811		)
Increase (Decrease) in Accounts Payable	28,755			(22,101		)	1,580
Other Operating Assets and Liabilities, Net	(464		)	2,644			1,489
Net Cash Provided by Operating Activities	385,143			273,687			196,362
Cash Flows From Investing Activities
Additions to Property, Plant and Equipment	(262,342		)	(619,517		)	(314,214		)
Black Diamond Acquisition, Net of Cash Acquired	—			(649,868		)	—
Additions to Investments	(611,325		)	(426		)	(68,504		)
Distributions from Cost Method Investee and Other	1,074			1,323			973
Net Cash Used in Investing Activities	(872,593		)	(1,268,488		)	(381,745		)
Cash Flows From Financing Activities
Distributions to Noncontrolling Interests and Parent	(57,071		)	(38,056		)	(46,066		)
Contributions from Noncontrolling Interests	55,481			605,864			140,471
Borrowings Under Revolving Credit Facility	1,290,000			777,000			325,000
Repayment of Revolving Credit Facility	(755,000		)	(802,000		)	(240,000		)
Proceeds from Term Loan Credit Facilities	400,000			500,000			—
Proceeds from Preferred Equity, Net of Issuance Costs	97,198			—			—
Proceeds from Equity Offerings, Net of Issuance Costs	242,770			—			312,579
Distribution to Noble for Common Control Transactions	(670,000		)	—			(245,000		)
Distributions to Unitholders	(115,935		)	(86,841		)	(59,917		)
Debt Issuance Costs and Other	(2,979		)	(3,049		)	(1,532		)
Net Cash Provided by Financing Activities	484,464			952,918			185,535
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash	(2,986		)	(41,883		)	152
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period ⁽¹⁾	15,712			57,595			57,443
Cash, Cash Equivalents, and Restricted Cash at End of Period ⁽¹⁾	$	12,726		$	15,712		$	57,595


⁽¹⁾	See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for our reconciliation of total cash.

The accompanying notes are an integral part of these financial statements.

Table of Contents

Index to Financial Statements

Noble Midstream Partners LP

Consolidated Statements of Changes in Equity

(in thousands)



				Partners’ Equity
	Parent Net Investment			Common Units			Subordinated Units			General Partner			Noncontrolling Interests			Total
December 31, 2016	$	144,157		$	308,338		$	(36,799	)	$	—		$	71,366		$	487,062
Net Income	(2,869		)	75,076			64,661			835			23,064			160,767
Contributions from Noncontrolling Interests and Parent	58,678			—			—			—			123,381			182,059
Distributions to Noncontrolling Interests and Parent	(29,537		)	—			—			—			(21,737		)	(51,274		)
Distributions to Unitholders	—			(31,672		)	(27,930		)	(315		)	—			(59,917		)
Net Proceeds from Offerings	—			312,172			—			—			—			312,172
Distribution to Noble for Contributed Assets ⁽¹⁾	—			(28,459		)	(216,541		)	—			—			(245,000		)
Contributed Assets Transfer from Noble	—			6,371			48,473			—			(54,844		)	—
Unit-Based Compensation and Other	—			790			—			—			—			790
December 31, 2017	$	170,429		$	642,616		$	(168,136	)	$	520		$	141,230		$	786,659
Net Income	27,843			93,875			63,023			5,836			26,142			216,719
Contributions from Noncontrolling Interests and Parent	849			—			—			—			605,864			606,713
Distributions to Noncontrolling Interests and Parent	(28,799		)	—			—			—			(9,257		)	(38,056		)
Distributions to Unitholders	—			(49,610		)	(33,296		)	(3,935		)	—			(86,841		)
Black Diamond Equity Ownership Promote Vesting ⁽²⁾	—			11,624			8,202			—			(19,826		)	—
Unit-Based Compensation	—			1,361			—			—			—			1,361
December 31, 2018	$	170,322		$	699,866		$	(130,207	)	$	2,421		$	744,153		$	1,486,555
Net Income	12,929			123,662			22,367			13,967			72,542			245,467
Contributions from Noncontrolling Interests and Parent	—			—			—			—			55,481			55,481
Distributions to Noncontrolling Interests and Parent ⁽³⁾	(54,889		)	—			—			—			(26,103		)	(80,992		)
Distributions to Unitholders	—			(80,480		)	(19,067		)	(16,388		)	—			(115,935		)
Black Diamond Equity Ownership Promote Vesting ⁽²⁾	—			17,645			2,746			—			(20,391		)	—
Conversion of Subordinated Units to Common Units ⁽⁴⁾	—			(124,161		)	124,161			—			—			—
Preferred Equity Accretion	—			(9,440		)	—			—			—			(9,440		)
Net Proceeds from Offerings	—			242,770			—			—			—			242,770
Distribution to Noble for Drop-Down and Simplification Transaction ⁽¹⁾	—			(670,000		)	—			—			—			(670,000		)
Asset Transfers for Drop-Down and Simplification Transaction	(128,362		)	613,187			—			—			(484,825		)	—
Unit-Based Compensation and Other	—			950			—			—			—			950
December 31, 2019	$	—		$	813,999		$	—		$	—		$	340,857		$	1,154,856


⁽¹⁾	See Note 3. Transactions with Affiliates for further discussion of our common control transactions.


⁽²⁾	See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion of the Black Diamond equity ownership promote vesting.


⁽³⁾	Includes the elimination of a deferred tax asset and current tax liability associated with the Drop-Down and Simplification Transaction. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion.


⁽⁴⁾	See Note 12. Partnership Distributions for further discussion on the conversion of Subordinated Units.

The accompanying notes are an integral part of these financial statements.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Note 1. Organization and Nature of Operations

Organization We are a growth-oriented Delaware master limited partnership formed in December 2014 by Noble to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current areas of focus are in the DJ Basin and the Delaware Basin.

Partnership Assets Our assets consist of ownership interests in certain companies which serve specific areas and integrated development plan (“IDP”) areas and consist of the following:



Company	Areas Served	NBLX Dedicated Service	NBLX Ownership	Noncontrolling Interest⁽¹⁾
Colorado River LLC ⁽²⁾	Wells Ranch IDP (DJ Basin) East Pony IDP (DJ Basin) All Noble DJ Basin Acreage	Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating	100%	N/A
San Juan River LLC ⁽²⁾	East Pony IDP (DJ Basin)	Water Services	100%	N/A
Green River DevCo LLC ⁽²⁾	Mustang IDP (DJ Basin)	Crude Oil Gathering Natural Gas Gathering Water Services	100%	N/A
Laramie River LLC ⁽²⁾	Greeley Crescent IDP (DJ Basin)	Crude Oil Gathering Water Services	100%	N/A
Laramie River LLC ⁽²⁾	Black Diamond Dedication Area (DJ Basin)	Crude Oil Gathering Crude Oil Sales Natural Gas Gathering	54.4%	45.6%
Blanco River LLC ⁽²⁾	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Water Services	100%	N/A
Gunnison River DevCo LP	Bronco IDP (DJ Basin) ⁽³⁾	Crude Oil Gathering Water Services	5%	95%
Trinity River DevCo LLC ⁽⁴⁾	Delaware Basin	Natural Gas Compression Crude Oil Transmission	100%	N/A
Dos Rios DevCo LLC ⁽⁵⁾	Delaware Basin	Crude Oil Transmission Y-Grade Transmission	100%	N/A
Noble Midstream Holdings LLC	East Pony IDP (DJ Basin)	Natural Gas Gathering Natural Gas Processing	100%	N/A
Noble Midstream Holdings LLC	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Water Services	100%	N/A


⁽¹⁾	The noncontrolling interest represents Noble’s retained ownership interest in the Gunnison River DevCo LP. The noncontrolling interest in Black Diamond represents Greenfield Member’s interest in Black Diamond.


⁽²⁾	On December 31, 2019, the general partner and limited partnership of each of the companies were merged into a limited liability company (“LLC”).


⁽³⁾	The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.


⁽⁴⁾	Our interest in Advantage Pipeline L.L.C. (“Advantage”) is owned through Trinity River DevCo LLC.


⁽⁵⁾	Our ownership interests in Delaware Crossing, EPIC Y-Grade and EPIC Crude are owned through wholly-owned subsidiaries of Dos Rios DevCo LLC.

Nature of Operations We operate and own interests in the following assets:


•	crude oil gathering systems;


•	natural gas gathering and processing systems and compression units;


•	crude oil treating facilities;


•	produced water collection, gathering, and cleaning systems;


•	fresh water storage and delivery systems; and


•	investments in midstream entities that provide transportation services.

We generate revenues primarily by charging fees on a per unit basis for gathering crude oil, gathering and processing natural gas, delivering and storing fresh water and collecting, cleaning and disposing of produced water. Additionally, we purchase



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

crude oil from producers and sell crude oil to customers at various delivery points. We have entered into multiple fee-based commercial agreements with Noble, each with an initial term of 15 years, to provide these services which are critical to Noble’s upstream operations. Our agreements include substantial acreage dedications. See Note 3. Transactions with Affiliates.

Note 2. Summary of Significant Accounting Policies and Basis of Presentation

Basis of Presentation and Consolidation Our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. The Partnership has no items of other comprehensive income or loss; therefore, its net income is identical to its comprehensive income.

Variable Interest Entities Our consolidated financial statements include the accounts of Black Diamond, which we control. We have determined that the partners with equity at risk in Black Diamond lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact their economic performance. Therefore, Black Diamond is considered a VIE. Through our majority representation on the Black Diamond board of directors as well as our responsibility as operator of the Black Diamond system, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Black Diamond in our financial statements. All financial statement activity associated with Black Diamond is captured within the Gathering Systems reportable segment. See Note 10. Segment Information.

Drop-Down and Simplification Transaction On November 21, 2019, we closed the Drop-Down and Simplification Transaction with Noble, as described in Note 3. Transactions with Affiliates. The Drop-Down and Simplification Transaction represented a transaction between entities under common control. Prior to the acquisition of the remaining limited partner interests in Blanco River DevCo LP, Green River DevCo LP and San Juan River DevCo LP, the interests were reflected as noncontrolling interests in the Partnership’s consolidated financial statements. As we acquired additional interests in already-consolidated entities, the acquisition of these interests did not result in a change in reporting entity, as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805, Business Combinations. Therefore, results of operations related to these entities will be accounted for on a prospective basis.

Conversely, the acquisition of all of the issued and outstanding limited liability company interests of NBL Holdings is characterized as a change in reporting entity, as defined under FASB Accounting Standards Codification Topic 805, Business Combinations, as this entity previously had not been consolidated by us. Therefore, results of operations related to NBL Holdings have been accounted for on a retrospective basis. Our financial information has been recast to include the historical results of NBL Holdings for all periods presented. The financial statements of NBL Holdings for periods prior to the Drop-Down and Simplification Transaction have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the results of operations had these entities operated on a consolidated basis during those periods. Because a direct ownership relationship did not exist among the Partnership and NBL Holdings prior to the Drop-Down and Simplification Transaction, the net investment in NBL Holdings is shown as Parent Net Investment, in lieu of partners’ equity, in the accompanying Consolidated Statement of Changes in Equity for periods prior to the Drop-Down and Simplification Transaction.

Equity Method of Accounting We use the equity method of accounting for investments in entities that we do not control but over which we exert significant influence. For certain entities, we serve as the operator and exert significant influence over the day-to-day operations. For other entities, we do not serve as the operator; however, our voting position on management committees or the board of directors allows us to exert significant influence over decisions regarding capital investments, budgets, turnarounds, maintenance, monetization decisions and other project matters. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. See Note 6. Investments.

Cost Method of Accounting We use the cost method of accounting for our White Cliffs Interest as we have virtually no influence over its operations and financial policies. Under the cost method of accounting, we recognize cash distributions from White Cliffs Pipeline L.L.C. as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. See Note 6. Investments.

Redeemable Noncontrolling Interest Our redeemable noncontrolling interest is related to our preferred equity issuance. We can redeem the preferred equity in whole or in part at any time for cash at a predetermined redemption price. The predetermined redemption price is the greater of (i) an amount necessary to achieve a 12% internal rate of return or (ii) an amount necessary to achieve a 1.375x multiple on invested capital. GIP can request redemption of the preferred equity following the later of the sixth anniversary of the closing or the fifth anniversary of the EPIC Crude pipeline completion date at a pre-determined base return. As GIP’s redemption right is outside of our control, the preferred equity is not considered to be a component of equity



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

on the consolidated balance sheet, and is reported as mezzanine equity on the consolidated balance sheet. In addition, because the preferred equity was issued by a subsidiary of the Partnership and is held by a third party, it is considered a redeemable noncontrolling interest.

The preferred equity was recorded initially at fair value on the issuance date. Subsequent to issuance, we accrete changes in the redemption value of the preferred equity from the date of issuance to GIP’s earliest redemption date. The preferred equity is perpetual and has a 6.5% annual dividend rate, payable quarterly in cash, with the ability to accrue unpaid dividends during the first two years following the closing. During any quarter in which a dividend is accrued, the accreted value of the preferred equity will be increased by the accrued but unpaid dividend (i.e., a paid-in-kind dividend). See Note 4. Offerings and Acquisition.

Noncontrolling Interests We present our consolidated financial statements with a noncontrolling interest section representing Noble’s retained ownership in the Gunnison River DevCo LP as well as Greenfield Member’s ownership of Black Diamond.

Segment Information Accounting policies for reportable segments are the same as those described in this footnote. Transfers between segments are accounted for at market value. We do not consider interest income and expense or income tax benefit or expense in our evaluation of the performance of reportable segments. See Note 10. Segment Information.

Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.

Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include unrestricted cash on hand and investments with original maturities of three months or less at the time of purchase.

Accounts Receivable and Allowance for Expected Credit Losses Our accounts receivable result primarily from our midstream gathering services, fresh water services and crude oil sales. The majority of these receivables have payment terms of 30 days or less. At the end of each reporting period, we assess the recoverability of all material receivables using historical data, current market conditions, and reasonable and supportable forecasts of future economic conditions to determine their expected collectibility. The loss given default method is used when, based on management's judgment, an allowance for expected credit losses should be accrued on a material receivable to reflect the net amount expected to be collected. See “Recently Adopted Accounting Standards” below for discussion on our early adoption of Accounting Standards Update No. 2016-13 (ASU 2016-13): Financial Instruments - Credit Losses.

Crude Oil Inventory Our crude oil inventory consists of crude oil that has been purchased. It is stated at the lower of cost or net realizable value. Crude oil inventory is recorded within other current assets in our consolidated balance sheets and totaled $5.6 million and $2.2 million as of December 31, 2019 and 2018, respectively.

Property, Plant and Equipment Property, plant and equipment primarily consists of crude oil gathering systems, natural gas gathering systems, natural gas plants and compression units, produced water collection, gathering, and cleaning systems, fresh water storage and delivery systems and crude oil treating facilities. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired.

Capitalized Interest We capitalize construction-related direct labor and incremental costs, such as interest expense. Capitalized interest totaled $17.5 million in 2019, $6.4 million in 2018, and $2.5 million in 2017.

Depreciation Depreciation is computed over the asset’s estimated useful life using the straight line method based on estimated useful lives and asset salvage values. Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property, plant and equipment. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. The weighted average life of our long-lived assets is 29 years. The depreciation of fixed assets recorded under capital lease agreements is included in depreciation and amortization expense. See Note 5. Property, Plant and Equipment.

Impairment of Long-Lived Assets We routinely assess whether impairment indicators arise during any given quarter and have processes in place to ensure that we become aware of such indicators. Impairment indicators include, but are not limited to, sustained decreases in commodity prices, a decline in customer well results and lower throughput forecasts, changes in customer development plans, and/or increases in our construction or operating costs. In the event that impairment indicators exist, we conduct an impairment test.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

We evaluate our ability to recover the carrying amounts of long-lived assets and determine whether such long-lived assets have been impaired. Impairment exists when the carrying value of an asset exceeds the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. When the carrying amount of a long-lived asset exceeds its estimated undiscounted future cash flows, the carrying amount of the asset is reduced to its estimated fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. During 2018, we recorded an asset impairment of $3.5 million related to a damaged gathering system asset. The asset impairment was partially offset by an expected recovery of $2.5 million. The resulting net impairment totaled $1.0 million and is recorded within other operating expense in our consolidated statement of operations.

Asset Retirement Obligations Asset Retirement Obligations (“AROs”) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our property and equipment. We recognize the fair value of a liability for an ARO in the period in which it is incurred when we have an existing legal obligation associated with the retirement of our infrastructure assets and the obligation can reasonably be estimated. The associated asset retirement cost is capitalized as part of the carrying cost of the infrastructure asset. The recognition of an ARO requires that management make numerous estimates, assumptions and judgments regarding such factors as: the existence of a legal obligation for an ARO; estimated probabilities, amounts and timing of settlements; the credit-adjusted risk-free rate to be used; and inflation rates.

In periods subsequent to initial measurement of the ARO, we recognize period-to-period changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. Revisions also result in increases or decreases in the carrying cost of the asset. Increases in the ARO liability due to passage of time impact net income as accretion expense. The related capitalized cost, including revisions thereto, is charged to expense through depreciation and amortization. See Note 9. Asset Retirement Obligations.

Impairment of Investments We routinely assess our investments for impairment whenever changes in facts and circumstances indicate a loss in value has occurred. When impairment indicators exist, the fair value is estimated and compared to the investment carrying amount. When the carrying amount of an investment exceeds its estimated undiscounted future cash flows, the carrying amount of the investment is reduced to its estimated fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. No impairments have been recorded through December 31, 2019.

Intangible Assets Our intangible assets are comprised of customer contracts acquired in the Black Diamond Acquisition and recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Amortization is calculated using the straight-line method by customer contract, which reflects the pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. The amortization of intangible assets is included in depreciation and amortization expense in our consolidated statements of operations. Intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 4. Offerings and Acquisition and Note 7. Intangible Assets.

Goodwill As of December 31, 2019, our consolidated balance sheet includes goodwill of $109.7 million. This goodwill resulted from the Black Diamond Acquisition and represents the excess of the consideration paid over fair value of the net identifiable assets of the acquired business. All of our goodwill is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. See Note 4. Offerings and Acquisition and Note 10. Segment Information.

Goodwill is not amortized to earnings but is qualitatively assessed for impairment. Goodwill is assessed for impairment annually during the third quarter, or more frequently as circumstances require, at the reporting unit level. If, based on our qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we will perform a quantitative assessment. If, based on our quantitative assessment, we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value.

Fair Value Measurements Fair value measurements are based on a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy is as follows:


•	Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities.


•	Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.


•	Level 3 measurements are fair value measurements which use unobservable inputs.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

We measure assets and liabilities requiring fair value presentation and disclose such amounts according to the quality of valuation inputs under the fair value hierarchy. The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature and maturity of the instruments and use Level 1 inputs.

Our revolving credit facility and term loan credit facilities are variable-rate, non-public debt. The fair value of our revolving credit facility and term loan credit facilities is equivalent to the carrying amount. The fair value is estimated based on significant other observable inputs. As such, we consider the fair value of these facilities to be a Level 2 measurement on the fair value hierarchy. See Note 8. Long-Term Debt.

The fair value of the intangible assets acquired as part of the Black Diamond Acquisition was determined using unobservable inputs and is considered to be a Level 3 measurement on the fair value hierarchy. See Note 7. Intangible Assets.

Certain assets and liabilities, such as property, plant, and equipment, investments, goodwill and other intangible assets, are not required to be measured at fair value on a recurring basis. However, these assets are assessed for impairment, and a resulting impairment would require the asset be recorded at fair value.

Transactions with Affiliates Transactions between Noble, its affiliates and us have been identified in the consolidated financial statements as transactions with affiliates. See Note 3. Transactions with Affiliates.

Unit-Based Compensation Unit-based compensation issued to individuals providing services to us is recorded at grant-date fair value. Expense is recognized on a straight-line basis over the requisite service period (generally the vesting period of the award) in the consolidated statements of operations. See Note 11. Unit-Based Compensation.

Litigation and Other Contingencies We may become subject to legal proceedings, claims and liabilities that will arise in the ordinary course of business. We will accrue for losses associated with legal claims when such losses are considered probable and the amounts can be reasonably estimated. See Note 15. Commitments and Contingencies.

Supplemental Cash Flow Information We accrued $56.6 million and $72.6 million related to midstream capital expenditures as of December 31, 2019 and 2018, respectively.

Greenfield Member contributed approximately $18.8 million of the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition. See the Reconciliation of Total Cash below.

Cash interest paid totaled $33.0 million and $16.3 million for the years ended December 31, 2019 and December 31, 2018, respectively.

In connection with the closing of the Drop-Down and Simplification Transaction, we eliminated a deferred tax asset and current tax liability associated with NBL Holdings. The deferred tax asset and current tax liability totaled approximately $26.0 million and $2.9 million, respectively, and represents a non-cash activity.

Reconciliation of Total Cash We define total cash as cash, cash equivalents and restricted cash. The following table provides a reconciliation of total cash:



	Year Ended December 31,
(in thousands)	2019		2018		2017
Cash and Cash Equivalents at Beginning of Period	$	14,761	$	20,090	$	57,443
Restricted Cash at Beginning of Period^{(1) (2)}	951		37,505		—
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	15,712	$	57,595	$	57,443

Cash and Cash Equivalents at End of Period	$	12,676	$	14,761	$	20,090
Restricted Cash at End of Period^{(1) (2)}	50		951		37,505
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	12,726	$	15,712	$	57,595


⁽¹⁾	Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition.


⁽²⁾	Restricted cash represents the amount held as collateral at December 31, 2018 for certain of our letters of credit.

Concentration of Credit Risk For the year ended December 31, 2019, revenues from Noble and its affiliates comprised 81% and 59% of our midstream services revenues and total revenues, respectively. There were no individually significant revenues from a third-party in 2019.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

For the year ended December 31, 2017, revenues from Noble and its affiliates comprised 94% of our midstream services revenues and total revenues. There were no individually significant revenues from a third-party in 2017.

Revenue Recognition We generate revenues by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. Also, we purchase crude oil from producers and sell crude oil to customers at various delivery points. We adopted ASC 606 on January 1, 2018, using the modified retrospective method. Under ASC 606, performance obligations are the unit of account and generally represent distinct goods or services that are promised to customers. The adoption of ASC 606 did not have an impact on the recognition, measurement and presentation of our revenues and expenses. See Note 10. Segment Information for disaggregation of revenue by reportable segment.

Performance Obligations For gathering crude oil and natural gas, treating crude oil, processing natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water, our performance obligations are satisfied over time using volumes delivered to measure progress. We record revenue related to the volumes delivered at the contract price at the time of delivery.

We began generating revenue from crude oil sales during first quarter 2018 upon closing of the Black Diamond Acquisition. An affiliate of Black Diamond engages in the purchase and sale of crude oil. For our crude oil sales, each unit sold is generally considered a distinct good and the related performance obligation is generally satisfied at a point in time (i.e. at the time control of the crude oil is transferred to the customer). We recognize revenue from the sale of crude oil when our contracted performance obligation to deliver crude oil is satisfied and control of the crude oil is transferred to the customer. This usually occurs when the crude oil is delivered to the location specified in the contract and the title and risks of rewards and ownership are transferred to the customer.

Transaction Price Allocated to Remaining Performance Obligations Revenues expected to be recognized from certain performance obligations that are unsatisfied as of December 31, 2019, are reflected in the following table. We have utilized the practical expedients in ASC 606, which state that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation or the transaction price allocated to remaining performance obligations if the performance obligation is part of an agreement that has an original expected duration of one year or less.



(in thousands)	December 31, 2019
2020	$	36,817
2021	37,635
Total	$	74,452

Contract Balances Under our revenue agreements, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. As such, our revenue agreements do not give rise to contract assets or liabilities under ASC 606.

The following is a summary of our types of revenue agreements:

Crude Oil Gathering Under our crude oil gathering agreements, we receive a volumetric fee per barrel (“Bbl”) for the crude oil gathering services we provide.

Natural Gas Gathering Under our natural gas gathering agreements, we receive a fee per the contracted unit of measure for the natural gas gathering services we provide.

Natural Gas Processing Under our natural gas gathering agreements, we receive a fee per million British Thermal Units (“MMBtu”) for the natural gas processing services we provide.

Natural Gas Compression Under our natural gas compression agreements, we receive a volumetric fee per thousand cubic feet (“Mcf”) for the natural gas compression services we provide.

Produced Water Services Under our produced water services agreements, we receive a fee for collecting, cleaning or otherwise disposing of water produced from operating crude oil and natural gas wells in the dedication area. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties.



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Index to Financial Statements	Notes to Consolidated Financial Statements

Fresh Water Services Under our fresh water services agreements, we receive a fee for delivering fresh water. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. The cost of storing the fresh water is included in the delivery fee.

Crude Oil Treating Under our crude oil treating agreements, we receive a monthly fee for the crude oil treating services we provide based on each well operated by Noble that is producing in paying quantities that is not connected to our crude oil gathering systems during such month.

Crude Oil Purchase and Sale Under our commodity purchase and sale agreements, we purchase crude oil from producers and sell crude oil to customers at various delivery points. For purchase and sale transactions with the same counterparty, the purchase and sale is settled at the contractual price index on a net basis. We account for these transactions on a net basis, in accordance with ASC 845, Non-Monetary Exchanges. We record the residual fee as gathering revenue in our consolidated statements of operations. For purchase and sale transactions with different counterparties, we purchase the crude oil at market-based prices and sell the crude oil to a different counterparty at market-based prices. Market-based pricing is based on the price index applicable for the location of the sale. We account for these transactions on a gross basis.

Recently Adopted Accounting Standards

Leases Effective January 1, 2019 we adopted Accounting Standards Update No. 2016-02 (“ASU 2016-02”), which created Topic 842 – Leases (“ASC 842”). The standard requires lessees to recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet for the rights and obligations created by leases. ASC 842 also requires disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases.

Upon adoption, we elected the following optional practical expedients:


•	transition ‘practical expedients’, permitting us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs;


•	the practical expedient pertaining to land easements, allowing us to account for existing land easements under previous accounting policy; and


•	the practical expedient to not separate lease and non-lease components for the majority of our leases.

We adopted ASC 842 using the modified retrospective approach. Adoption did not materially impact our consolidated balance sheet or consolidated statement of operations and had no impact on our consolidated statement of cash flows. Our accounting for finance leases remains substantially unchanged.

We determine whether an arrangement contains a lease based on the conveyed rights and obligations at the inception date. If an agreement contains a lease, at the commencement date, we record an ROU asset and a corresponding lease liability based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate to determine the present value of lease payments, we use our hypothetical secured borrowing rate based on information available at lease commencement. The weighted average discount rate is 3.69% for operating leases and 2.80% for our finance lease.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one month to one year or more. Additionally, some of our leases include an option for early termination. We include renewal periods and exclude termination periods from our lease term if, at commencement, it is reasonably likely that we will exercise the option.

Additionally, we have lease agreements that include lease and non-lease components, such as equipment maintenance, which are generally accounted for as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Financial Instruments: Credit Losses In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”): Financial Instruments – Credit Losses, which replaces the incurred loss impairment methodology with an expected credit loss methodology for financial instruments, including financial assets measured at amortized cost, such as trade and joint interest billing receivables, and off-balance sheet credit exposures not accounted for as insurance, such as financial guarantees and other unfunded loan commitments. The amended standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We early adopted this ASU in fourth quarter 2019. This adoption did not have a material impact on our financial statements.

Recently Issued Accounting Standards

None.



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Index to Financial Statements	Notes to Consolidated Financial Statements

Note 3. Transactions with Affiliates

Common Control Transactions

Drop-Down and Simplification Transaction On November 14, 2019, we entered into a Contribution, Conveyance, Assumption and Simplification Agreement with Noble in which we acquired (i) the remaining 60% limited partner interest in Blanco River DevCo LP, (ii) the remaining 75% limited partner interest in Green River DevCo LP, (iii) the remaining 75% limited partner interest in San Juan River DevCo LP and (iv) all of the issued and outstanding limited liability company interests of NBL Holdings, which owns a natural gas processing complex in the DJ Basin and an incremental three-stream gathering system in the Delaware Basin. Additionally, all of Noble’s IDRs were converted into Common Units. The total consideration paid by the Partnership for the Drop-Down and Simplification Transaction was $1.6 billion, which consisted of $670 million in cash and 38,455,018 Common Units issued to Noble. The cash portion of the consideration was funded by the 2019 Private Placement and borrowings under our revolving credit facility. The transaction closed on November 21, 2019. See Note 4. Offerings and Acquisition.

2017 Contribution Agreement On June 20, 2017, we entered into a Contribution Agreement with Noble. Pursuant to the terms of the Contribution Agreement, we acquired (i) the remaining 20% limited partner interest in Colorado River DevCo LP and (ii) an additional 15% limited partner interest in Blanco River DevCo LP (collectively, the “Contributed Assets” and the “2017 Contributed Asset Transaction”). The total consideration paid by the Partnership for the Contributed Assets was $270 million, which consisted of $245 million in cash and 562,430 Common Units issued to Noble. The transaction closed on June 26, 2017.

Revenue and Expense Transactions with Affiliates

Revenues We derive a substantial portion of our revenues from commercial agreements with Noble. Revenues generated from commercial agreements with Noble and its affiliates consist of the following:



	Year Ended December 31,
(in thousands)	2019		2018		2017
Gathering and Processing	$	337,086	$	265,505	$	189,732
Fresh Water Delivery	77,566		69,266		75,860
Other	3,183		3,976		5,677
Total Midstream Services — Affiliate	$	417,835	$	338,747	$	271,269

Expenses General and administrative expense consists of the following:



	Year Ended December 31,
(in thousands)	2019		2018		2017
General and Administrative Expense — Affiliate	$	8,523	$	8,846	$	8,677
General and Administrative Expense — Third Party	17,254		17,064		6,115
Total General and Administrative Expense	$	25,777	$	25,910	$	14,792

Agreements with Noble

We have entered into various agreements with Noble, as summarized below:

Commercial Agreements Our commercial agreements with Noble provide for fees based on the type and scope of the midstream services we provide and the midstream system we use to provide our services, as follows:


•	Crude Oil Gathering Agreement - Under the applicable crude oil gathering agreement, we receive a volumetric fee per barrel (“Bbl”) for the crude oil gathering services we provide.


•	Natural Gas Gathering Agreement - Under the natural gas gathering agreement, we receive a volumetric fee per contracted unit of measure for the natural gas gathering services we provide.

•

Produced Water Services Agreement - Under the applicable produced water services agreement, we receive a fee for collecting, cleaning or otherwise disposing of water produced from operating crude oil and natural gas wells in the dedication area. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties.


•	Fresh Water Services Agreement - Under the applicable fresh water services agreement, we receive a fee for delivering fresh water. The fee is comprised of a volumetric component for services we provide directly and a pass through



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Index to Financial Statements	Notes to Consolidated Financial Statements

component for services we provide through contracts with third parties. The cost of storing the fresh water is included in the delivery fee.


•	Crude Oil Treating Agreement - Under the crude oil treating agreement, we receive a monthly fee for the crude oil treating services we provide based on each well operated by Noble that is producing in paying quantities that is not connected to our crude oil gathering systems during such month.


•	Natural Gas Processing Agreement - Under the natural gas processing agreement, we receive a volumetric fee per MMBtu for the natural gas processing services we provide.


•	Natural Gas Compression Agreement - Under the applicable natural gas compression agreement, we receive a volumetric fee per thousand cubic feet (“Mcf”) for the natural gas compression services we provide.

Our commercial agreements with Noble include a provision to escalate volumetric fees annually, subject to specific limitations within each agreement. In addition, we can propose a redetermination of the fees charged under our various systems on an annual basis, taking into account, among other things, expected capital expenditures necessary to provide our services under the applicable development plan. However, if we and Noble are unable to agree on a fee redetermination (other than the automatic annual adjustment), the prior fee will remain in effect.

In accordance with our commercial agreements with Noble, we provide midstream services through the use of our midstream assets. We have determined that the structure of our commercial agreements conveys to Noble the right to use our midstream assets. Revenues generated from the commercial agreements are recorded within Midstream Services - Affiliate in our consolidated statement of operations. We believe recording within Midstream Services - Affiliate reflects the nature of the commercial agreement, is representative of the revenues generated by the midstream industry and provides our investors with the information necessary to evaluate our operations.

Omnibus Agreement Our omnibus agreement with Noble provides for:

•

our payment of an annual general and administrative fee, initially in the amount of $6.9 million for the provision of certain services by Noble and its affiliates, which fee could not be increased until after the third anniversary of our initial public offering (“IPO”) with annual redetermination thereafter. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process;


•	our right of first refusal on existing Noble and future Noble acquired assets and the right to provide certain services, including the right to provide crude oil gathering, natural gas gathering and processing, and water services on certain acreage owned, or to be acquired, by Noble;


•	our right of first offer to acquire Noble’s retained interest in Gunnison River DevCo LP; and


•	an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.

Operational Services Agreement Our Operational Services and Secondment Agreement (“Operational Services Agreement”) with Noble provides for:

•

secondment by Noble of certain operational, construction, design and management employees and contractors to our General Partner, us and our subsidiaries to provide management, maintenance and operational functions with respect to our assets. These functions include performing the activities and day-to-day management of the business pursuant to certain commercial agreements listed in the Operational Services Agreement, and designing, building, constructing and otherwise installing the infrastructure required by such agreements;


•	reimbursement by us to Noble of the cost of the seconded employees and contractors, including their wages and benefits, based on the percentage of the employee’s or contractor’s time spent working for us; and


•	an initial term of 15 years and automatic extensions for successive renewal terms of one year each, unless terminated by either party.



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Index to Financial Statements	Notes to Consolidated Financial Statements

Note 4. Offerings and Acquisition

Offerings

2019 Private Placement On November 14, 2019, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors, pursuant to which the Partnership agreed to sell 12,077,295 Common Units in a private placement (the “2019 Private Placement”). Gross proceeds totaled approximately $250 million. Net proceeds totaled approximately $242.9 million, after deducting offering expenses of approximately $7.1 million. The 2019 Private Placement closed on November 21, 2019. Proceeds from the 2019 Private Placement were utilized to fund a portion of the cash consideration for the Drop-Down and Simplification Transaction.

Preferred Unit Offering On March 25, 2019, we, through Dos Rios Crude Intermediate LLC, a wholly-owned subsidiary of Dos Rios DevCo LLC, secured a $200 million equity commitment from GIP CAPS Dos Rios Holding Partnership, L.P. (“GIP”), an affiliate of Global Infrastructure Partners Capital Solutions Fund. Upon securing the GIP equity commitment, we issued 100,000 preferred equity units, with a face value of $1,000 per preferred unit. Proceeds from the issuance of the preferred equity totaled $100 million. The preferred equity is perpetual and has a 6.5% annual dividend rate. The remaining $100 million equity commitment is available for a one-year period, subject to certain conditions precedent. The following table provides a reconciliation of our redeemable noncontrolling interest balance:



(in thousands)	Redeemable Noncontrolling Interest
December 31, 2018	$	—
Preferred Equity Issuance	100,000
Issuance Costs	(3,435		)
Preferred Equity Accretion⁽¹⁾	9,440
December 31, 2019	$	106,005


⁽¹⁾	Includes approximately $5.0 million related to dividends that were paid-in-kind. The dividend for each quarter in 2019 was paid-in-kind.

Unit Offering On December 12, 2017, the Partnership entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Partnership, our General Partner, and Citigroup Global Markets Inc., as representative of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the Partnership, and the purchase by the Underwriters, of 3,680,000 Common Units, which includes 480,000 Common Units issued pursuant to the Underwriters’ exercise of their option to purchase additional Common Units, at a price of $47.50 per common unit (the “Unit Offering”). Net proceeds totaled approximately $174.1 million, after deducting offering expenses of approximately $0.7 million. The closing of the Unit Offering occurred on December 15, 2017.

2017 Private Placement On June 20, 2017, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors, pursuant to which the Partnership agreed to sell 3,525,000 Common Units in a private placement for gross proceeds of approximately $142.6 million (the “2017 Private Placement”). Net proceeds totaled approximately $138.0 million, after deducting offering expenses of approximately $4.6 million. The closing of the 2017 Private Placement occurred on June 26, 2017.

Acquisition

Black Diamond Acquisition On January 31, 2018, Black Diamond completed the Black Diamond Acquisition for approximately $638.5 million in cash. Black Diamond Gathering Holdings LLC (the “Noble Member ”) and the Greenfield Member each funded its share of the purchase price, approximately $319.9 million and $318.6 million, respectively, through contributions to Black Diamond. Noble Member funded its share of the purchase price through a combination of cash on hand and borrowings under its revolving credit facility. See Note 8. Long-Term Debt.

In addition to the payment to the Seller, Black Diamond, through an additional contribution from Greenfield Member, paid PDC Energy, Inc. (“PDC Energy”) approximately $24.1 million to expand PDC Energy’s acreage dedication as well as extend the duration of the acreage dedication by five years. In accordance with the limited liability company agreement of Black Diamond, Noble Member received a 54.4% equity ownership interest in Black Diamond and Greenfield Member received a 45.6% equity ownership interest in Black Diamond. Noble Member’s agreed equity ownership interest included a 4.4% equity ownership interest promote which was designed to vest only after Noble Member was allocated an amount of gross revenue equal to the contributions by Greenfield Member in excess of its agreed equity ownership interest. As of December 31, 2019, Noble Member has received the necessary allocations of gross revenue and the equity ownership interest promote has vested. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation.



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Index to Financial Statements	Notes to Consolidated Financial Statements

We serve as the operator of the Black Diamond system. We acquired a large-scale integrated gathering system located in the DJ Basin with approximately 160 miles of pipeline in operation and delivery capacity of approximately 300 MBbl/d as well as approximately 141,000 dedicated acres from six customers under fixed-fee arrangements.

In connection with the Black Diamond Acquisition, we incurred acquisition and integration costs of $6.8 million during the year ended December 31, 2018. Our acquisition and integration costs include consulting, advisory, legal, transition services and other fees. All acquisition and integration costs were expensed and are included in general and administrative expense in our consolidated statements of operations.

The transaction has been accounted for as a business combination, using the acquisition method. The following table represents the final allocation of the total Black Diamond Acquisition purchase price to the assets acquired and the liabilities assumed based on the fair value at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill.

The following table sets forth our purchase price allocation:



(in thousands)
Cash Consideration	$	638,266
PDC Energy Payment	24,120
Current Liabilities Assumed	18,259
Total Purchase Price and Liabilities Assumed	$	680,645

Cash and Restricted Cash	$	12,518
Accounts Receivable	10,661
Other Current Assets	2,206
Property, Plant and Equipment	205,766
Intangible Assets⁽¹⁾	339,760
Fair Value of Identifiable Assets	570,911
Implied Goodwill ⁽²⁾	109,734
Total Asset Value	$	680,645


⁽¹⁾	See Note 7. Intangible Assets.


⁽²⁾	Based upon the purchase price allocation, we have recognized $109.7 million of goodwill, all of which is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment.

The results of operations attributable to Black Diamond are included in our consolidated statements of operations beginning on February 1, 2018. Revenues of $181.2 million and a net loss of $11.5 million from Black Diamond were generated from February 1, 2018 to December 31, 2018.



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Index to Financial Statements	Notes to Consolidated Financial Statements

The following pro forma consolidated financial information was derived from the historical financial statements of the Partnership and Saddle Butte Rockies Midstream, LLC and certain affiliates and gives effect to the acquisition as if it had occurred on January 1, 2017. The pro forma results of operations do not include any cost savings or other synergies that may result from the Black Diamond Acquisition or any estimated costs that have been or will be incurred by us to integrate the acquired assets. The pro forma consolidated financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results.



	Year Ended December 31,
(in thousands, except per unit amounts)	2019 ⁽¹⁾		2018		2017
Revenues	$	703,801	$	569,247	$	405,500
Net Income	245,467		214,234		136,071
Net Income Attributable to Noble Midstream Partners LP	$	159,996	$	161,068	$	123,375

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	3.09	$	3.92	$	3.59
Subordinated Units	$	3.86	$	3.92	$	3.59

Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	3.08	$	3.92	$	3.59
Subordinated Units	$	3.86	$	3.92	$	3.59


⁽¹⁾	No pro forma adjustments were made for the period as Black Diamond operations are included in our results for the full period.

Note 5. Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:



(in thousands)	December 31, 2019			December 31, 2018
Gathering and Processing Systems	$	1,795,957		$	1,470,953
Fresh Water Delivery Systems ⁽¹⁾	96,004			78,820
Construction-in-Progress ⁽²⁾	115,034			202,349
Total Property, Plant and Equipment, at Cost	2,006,995			1,752,122
Accumulated Depreciation and Amortization	(244,038		)	(181,199		)
Property, Plant and Equipment, Net	$	1,762,957		$	1,570,923


⁽¹⁾	Fresh water delivery system assets at December 31, 2019 and December 31, 2018 include $5 million related to a leased pond accounted for as a capital lease. See Note 15. Commitments and Contingencies.

⁽²⁾

Construction-in-progress at December 31, 2019 primarily includes $98.4 million in gathering system projects, $0.3 million in fresh water delivery system projects and $15.4 million in equipment for use in future projects. Construction-in-progress at December 31, 2018 primarily includes $147.4 million in gathering system projects, $21.6 million in fresh water delivery and $32.8 million in equipment for use in future projects.



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Index to Financial Statements	Notes to Consolidated Financial Statements

Note 6. Investments

We have ownership interests in the following entities:


•	3.33% interest in White Cliffs;


•	50% interest in Advantage;


•	50% interest in Delaware Crossing;


•	15% interest in EPIC Y-Grade; and


•	30% interest in EPIC Crude.

Advantage On April 3, 2017, we acquired the interest in Advantage for $66.8 million. Advantage owns a crude oil pipeline system in the Southern Delaware Basin.

Delaware Crossing On February 7, 2019, we executed definitive agreements with Salt Creek and completed the formation of Delaware Crossing, which is constructing a crude oil pipeline system in the Delaware Basin. During 2019, we made capital contributions of $70.3 million.

EPIC Y-Grade On January 31, 2019, we exercised and closed our option with E PIC Midstream Holdings, LP (“EPIC”) to acquire an interest in EPIC Y-Grade, which owns the EPIC Y-Grade pipeline from the Delaware Basin to Corpus Christi, Texas. During 2019, we made capital contributions of $169.1 million.

EPIC Crude On January 31, 2019, we exercised our option with EPIC to acquire an interest in EPIC Crude Holdings, which is constructing the EPIC crude oil pipeline from the Delaware Basin to Corpus Christi, Texas. On March 8, 2019, we closed our option with EPIC to acquire the interest in EPIC Crude. During 2019, we made capital contributions of $351.2 million.

The following table presents our investments at the dates indicated:



(in thousands)	December 31, 2019		December 31, 2018
White Cliffs	$	10,268	$	9,373
Advantage	76,834		72,944
Delaware Crossing	68,707		—
EPIC Y-Grade	165,853		—
EPIC Crude	339,116		—
Total Investments⁽¹⁾	$	660,778	$	82,317


⁽¹⁾	We have capitalized $27.9 million in expenses that are included in the basis of the investments. The capitalized items include acquisition related expense and capitalized interest. As of December 31, 2019, $27.7 million remains unamortized.

The following table presents our investment loss (income) for the periods indicated:



	Year Ended December 31,
(in thousands)	2019			2018			2017
White Cliffs	$	(3,107	)	$	(3,687	)	$	(4,088	)
Advantage	(8,159		)	(11,880		)	(1,779		)
Delaware Crossing	3,061			—			—
EPIC Y-Grade	8,381			—			—
EPIC Crude	19,152			—			—
Other ⁽¹⁾	(1,580		)	(722		)	(467		)
Total Investment Loss (Income)	$	17,748		$	(16,289	)	$	(6,334	)


⁽¹⁾	Represents our fee for serving as the operator of Advantage and Delaware Crossing.



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Index to Financial Statements	Notes to Consolidated Financial Statements

Summarized, 100% combined balance sheet information for equity method investments was as follows:



(in thousands)	December 31, 2019		December 31, 2018
Current Assets	$	304,057	$	10,451
Noncurrent Assets	4,296,648		138,221
Current Liabilities	443,573		5,667
Noncurrent Liabilities	$	1,868,138	$	288

Summarized, 100% combined statements of operations for equity method investments was as follows:



	Year Ended December 31,
(in thousands)	2019			2018			2017
Operating Revenues	$	481,466		$	35,153		$	11,034
Operating Expenses	575,306			11,148			7,358
Operating (Loss) Income	(93,840		)	24,005			3,676
Other Expense (Income)	41,616			(37		)	—
(Loss) Income Before Income Taxes	(135,456		)	24,042			3,676
Tax Expense	118			171			35
Net (Loss) Income	$	(135,574	)	$	23,871		$	3,641

Subsequent Event In February 2020, Black Diamond exercised its option, effective February 1, 2020, to acquire a 20% ownership interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”) for $155 million, or $84 million net to the Partnership. The Saddlehorn pipeline transports crude oil and condensate from the DJ Basin and the Powder River Basin to storage facilities in Cushing, Oklahoma, and, after expansion, will have total capacity of 290 MBbl/d.

Saddlehorn is jointly owned by affiliates of Magellan Midstream Partners, L.P. (“Magellan”), Plains All American Pipeline, L.P. (“Plains”) and Western Midstream Partners, LP (“Western Midstream”). After Black Diamond’s purchase, with Magellan and Plains each selling a 10% interest, Magellan and Plains will each own a 30% membership interest and Black Diamond and Western Midstream will each own a 20% membership interest in Saddlehorn. Magellan continues to serve as operator of the Saddlehorn pipeline. The Partnership funded its share of the transaction price with available cash and a draw under its revolving credit facility.



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Index to Financial Statements	Notes to Consolidated Financial Statements

Note 7. Intangible Assets

Our intangible assets as of December 31, 2019 are comprised of customer contracts from the Black Diamond Acquisition and were recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. The customer contracts we acquired are long-term, fixed-fee contracts for the purchase and sale of crude oil. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion of our crude oil purchase and sale revenue agreements. Fair value was calculated using the multi-period excess earnings method under the income approach for the existing customers. This valuation method is based on first forecasting gross profit for the existing customers and then applying expected attrition rates. The operating cash flows were calculated by determining the costs required to generate gross profit from the existing customers. The key assumptions include overall gross profit growth, attrition rate of existing customers over time and the discount rate. As the fair value is based on inputs that are not observable in the market, these represent Level 3 inputs.

Our intangible assets are as follows:



	December 31, 2019						December 31, 2018
(in thousands)	Gross		Accumulated Amortization ⁽¹⁾		Net		Gross		Accumulated Amortization ⁽¹⁾		Net
Customer Contracts and Relationships	$	339,760	$	61,860	$	277,900	$	339,760	$	29,558	$	310,202


⁽¹⁾	For the years ended December 31, 2019 and 2018, amortization expense related to intangible assets totaled $32.3 million and $29.6 million, respectively.

Estimated future amortization expense related to the intangible assets at December 31, 2019 is as follows:



(in thousands)	December 31, 2019
2020	$	32,390
2021	32,301
2022	32,301
2023	32,301
2024	32,390
Thereafter	116,217
Total	$	277,900



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Index to Financial Statements	Notes to Consolidated Financial Statements

Note 8. Long-Term Debt

Long-term debt as of December 31, 2019 and December 31, 2018 was as follows:



	December 31, 2019					December 31, 2018
(in thousands, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due March 9, 2023	$	595,000		3.11	%	$	60,000		3.67	%
2018 Term Loan Credit Facility, due July 31, 2021	500,000			2.85	%	500,000			3.42	%
2019 Term Loan Credit Facility, due August 23, 2022	400,000			2.74	%	—			—	%
Finance Lease Obligation ⁽¹⁾	2,005			—	%	3,231			—	%
Total	1,497,005					563,231
Term Loan Credit Facilities Unamortized Debt Issuance Costs	(1,326		)			(979		)
Total Debt	1,495,679					562,252
Finance Lease Obligation Due Within One Year ⁽¹⁾	—					(3,231		)
Long-Term Debt	$	1,495,679				$	559,021


⁽¹⁾	See Note 14. Leases.

Revolving Credit Facility We maintain a revolving credit facility to fund working capital and to finance acquisitions and expansion capital expenditures. As of December 31, 2018, the borrowing capacity on our revolving credit facility was $800 million. On December 13, 2019, we exercised the accordion feature on our revolving credit facility and increased the capacity to $1.15 billion. We utilized borrowings under the revolving credit facility to fund a portion of the cash consideration paid to Noble in the Drop-Down and Simplification Transaction.

Borrowings under the revolving credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the LIBOR for an interest period of one month plus 1.0%; or (b) in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.

The unused portion of the revolving credit facility is subject to a commitment fee. As of December 31, 2019 and December 31, 2018, the commitment fee rate was 0.275% and 0.2%, respectively. Unamortized debt issuance costs totaled $3.0 million and $2.7 million as of December 31, 2019 and December 31, 2018, respectively, and are recorded within other noncurrent assets in our consolidated balance sheets.

The revolving credit facility requires us to comply with certain financial covenants as of the end of each fiscal quarter. We were in compliance with such covenants as of December 31, 2019. Certain lenders that are a party to the credit agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for us for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.

Term Loan Credit Facilities On August 23, 2019, we entered into a three-year senior unsecured term loan credit facility that permits aggregate borrowings of up to $400 million (the “2019 Term Loan”). Borrowings under the 2019 Term Loan bear interest at a rate equal to, at our option, either (1) a base rate plus an applicable margin between 0.00% and 0.375% per annum or (2) a Eurodollar rate plus an applicable margin between 0.875% and 1.375% per annum.

On July 31, 2018, we entered into a three year senior unsecured term loan credit facility that permits aggregate borrowings of up to $500 million (the “2018 Term Loan”). Borrowings under the 2018 Term Loan bear interest at a rate equal to, at our option, either (1) a base rate plus an applicable margin between 0.00% and 0.50% per annum or (2) a Eurodollar rate plus an applicable margin between 1.00% and 1.50% per annum.

The term loan credit facilities contain customary representations and warranties, affirmative and negative covenants, and events of default that are substantially the same as those contained in our revolving credit facility, including the requirement to comply with certain financial covenants as of the end of each fiscal quarter. We were in compliance with such covenants as of December 31, 2019. Upon the occurrence and during the continuation of an event of default under the term loan credit facilities, the lenders may declare all amounts outstanding under the term loan credit facilities to be immediately due and payable and exercise other remedies as provided by applicable law.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Note 9. Asset Retirement Obligations

AROs consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our infrastructure assets. Changes in AROs are as follows:



	Year Ended December 31,
(in thousands)	2019			2018
Asset Retirement Obligations, Beginning Balance	$	30,533		$	23,022
Liabilities Incurred	1,912			5,590
Liabilities Settled	(131		)	(44		)
Revision of Estimate	3,686			646
Accretion Expense⁽¹⁾	1,842			1,319
Asset Retirement Obligations, Ending Balance	$	37,842		$	30,533


⁽¹⁾	Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations.

Liabilities incurred in 2019 were primarily related to new pipeline installations in the Mustang IDP, Greeley Crescent IDP and Delaware Basin. Revisions of estimates were primarily related to an increase in estimated costs associated with the abandonment of Delaware Basin pipelines and an increase in estimated costs associated with the retirement of our CGFs.

Liabilities incurred in 2018 were primarily related to the completion of the CGFs in the Delaware Basin. During 2018, we completed the Coronado, Collier and Billy Miner Train II CGFs. Revisions of estimates during 2018 were primarily related to an increase in estimated costs associated with the retirement of our CGFs.

With respect to property, plant and equipment associated with the Black Diamond system, it is our practice and current intent to maintain these assets and continue to make improvements as warranted. As a result, we believe that these assets have indeterminate lives for purposes of estimating AROs because dates or ranges of dates upon which we would retire these assets cannot reasonably be estimated at this time; therefore, no AROs have been recorded for these assets as of December 31, 2019 or 2018.

Note 10. Segment Information

We manage our operations by the nature of the services we offer. Our reportable segments comprise the structure used to make key operating decisions and assess performance. As a result of our increased investment in midstream entities during first quarter 2019, we have established an Investments in Midstream Entities reportable segment. Our Investments in Midstream Entities reportable segment includes all activity associated with our unconsolidated investments. See Note 6. Investments.

We are now organized into the following reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering, and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate. We often refer to the services of our Gathering Systems and Fresh Water Delivery reportable segments collectively as our midstream services. Prior period segment information has been reclassified to conform to the current period presentation.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Summarized financial information concerning our reportable segments is as follows:



(in thousands)	Gathering Systems		Fresh Water Delivery		Investments in Midstream Entities			Corporate⁽¹⁾			Consolidated
Year Ended December 31, 2019
Midstream Services — Affiliate	$	340,269	$	77,566	$	—		$	—		$	417,835
Midstream Services — Third Party	83,603		12,591		—			—			96,194
Crude Oil Sales — Third Party	189,772		—		—			—			189,772
Total Revenues	613,644		90,157		—			—			703,801
Cost of Crude Oil Sales	181,390		—		—			—			181,390
Direct Operating Expense	95,743		18,650		—			2,282			116,675
Depreciation and Amortization	94,455		2,526		—			—			96,981
Income (Loss) Before Income Taxes	242,545		68,980		(17,748		)	(44,295		)	249,482
Year Ended December 31, 2018
Midstream Services — Affiliate	$	269,481	$	69,266	$	—		$	—		$	338,747
Midstream Services — Third Party	59,153		19,345		—			—			78,498
Crude Oil Sales — Third Party	141,490		—		—			—			141,490
Total Revenues	470,124		88,611		—			—			558,735
Cost of Crude Oil Sales	136,368		—		—			—			136,368
Direct Operating Expense	79,848		14,269		—			1,735			95,852
Depreciation and Amortization	77,309		2,259		—			—			79,568
Income (Loss) Before Income Taxes	172,826		72,083		16,289			(36,478		)	224,720
Year Ended December 31, 2017
Midstream Services — Affiliate	$	195,409	$	75,860	$	—		$	—		$	271,269
Midstream Services — Third Party	7,444		10,909		—			—			18,353
Total Midstream Services Revenues	202,853		86,769		—			—			289,622
Direct Operating Expense	50,963		16,011		—			858			67,832
Depreciation and Amortization	20,724		2,266		—			—			22,990
Income (Loss) Before Income Taxes	129,770		68,492		6,344			(15,867		)	188,739
December 31, 2019
Intangible Assets, Net	$	277,900	$	—	$	—		$	—		$	277,900
Goodwill	109,734		—		—			—			109,734
Total Assets	2,160,026		91,840		660,778			13,438			2,926,082
Additions to Long-Lived Assets	257,066		7,330		611,325			1,068			876,789
December 31, 2018
Intangible Assets, Net	$	310,202	$	—	$	—		$	—		$	310,202
Goodwill	109,734		—		—			—			109,734
Total Assets	1,998,361		96,280		82,317			15,220			2,192,178
Additions to Long-Lived Assets	738,427		23,018		426			555			762,426


⁽¹⁾	The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Note 11. Unit-Based Compensation

The Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”) provides for the grant, at the discretion of the board of directors of our General Partner, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. The purpose of awards under the LTIP is to provide additional incentive compensation to individuals providing services to us, and to align the economic interests of such individuals with the interests of our unitholders.

The LTIP limits the number of units that may be delivered pursuant to vested awards to 1,860,000 Common Units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of Common Units will be available for delivery pursuant to other awards. As of December 31, 2019, 1,630,638 Common Units are available for future grant under the LTIP.

Restricted unit activity for the year ended December 31, 2019 was as follows:



	Number of Units		Weighted Average Award Date Fair Value
Awarded and Unvested Units at December 31, 2018	71,419		$	51.92
Awarded	132,773		31.88
Vested	(16,446	)	53.45
Forfeited	(84,391	)	39.54
Awarded and Unvested Units at December 31, 2019	103,355		$	36.04

Unit based compensation expense is recorded within general and administrative expense. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017, our unit based compensation expense was approximately $1.1 million, $1.4 million and $0.8 million, respectively. As of December 31, 2019, $2.1 million of compensation cost related to all of our unvested restricted units awarded under the LTIP remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.5 years.

Note 12. Partnership Distributions

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date. The following table details the distributions paid in respect of the periods presented below:



					Distributions
					Limited Partners
Period	Record Date	Distribution Date	Distribution per Limited Partner Unit		Common Unitholders⁽¹⁾		Subordinated Unitholders⁽²⁾		Holder of IDRs ⁽³⁾		Total
Q4 2016 ⁽⁴⁾	February 6, 2017	February 14, 2017	$	0.4333	$	6,891	$	6,891	$	—	$	13,782
Q1 2017	May 8, 2017	May 16, 2017	0.4108		6,533		6,533		—		13,066
Q2 2017	August 7, 2017	August 14, 2017	0.4457		8,909		7,088		92		16,089
Q3 2017	November 6, 2017	November 13, 2017	0.4665		9,330		7,418		223		16,971
Q4 2017	February 5, 2018	February 12, 2018	0.4883		11,566		7,765		520		19,851
Q1 2018	May 7, 2018	May 14, 2018	0.5110		12,103		8,126		819		21,048
Q2 2018	August 6, 2018	August 13, 2018	0.5348		12,668		8,504		1,134		22,306
Q3 2018	November 5, 2018	November 13, 2018	0.5597		13,258		8,901		1,462		23,621
Q4 2018	February 4, 2019	February 11, 2019	0.5858		13,876		9,316		2,421		25,613
Q1 2019	May 6, 2019	May 13, 2019	0.6132		14,534		9,751		3,507		27,792
Q2 2019	August 5, 2019	August 12, 2019	0.6418		25,418		—		4,640		30,058
Q3 2019	November 4, 2019	November 12, 2019	0.6716		26,598		—		5,820		32,418


⁽¹⁾	Distributions to common unitholders does not include distribution equivalent rights on units that vested under the LTIP.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements


⁽²⁾	See Conversion of Subordinated Units, below.


⁽³⁾	In November 2019, we acquired all of Noble’s IDRs. See Note 3. Transactions with Affiliates.


⁽⁴⁾	The distribution for the fourth quarter 2016 is comprised of $0.3925 per unit for the fourth quarter 2016 and $0.0408 per unit for the 10-day period beginning on the closing of the IPO on September 20, 2016 and ending on September 30, 2016.

Conversion of Subordinated Units On April 25, 2019, the board of directors of our General Partner declared a quarterly cash distribution of $0.6132 per unit for the quarter ended March 31, 2019. The distribution was paid on May 13, 2019 to unitholders of record as of the close of business on May 6, 2019. Upon payment of the distribution, the requirements for the conversion of all Subordinated Units were satisfied under our partnership agreement. As a result, on May 14, 2019, all 15,902,584 Subordinated Units, which were owned entirely by Noble, converted into Common Units on a one-for-one basis and thereafter will participate on terms equal with all other Common Units in distributions from available cash.

Cash Distributions On January 23, 2020, the Board of our General Partner declared a quarterly cash distribution of $0.6878 per limited partner unit. The distribution will be paid on February 14, 2020, to unitholders of record on February 4, 2020.

Note 13. Net Income Per Limited Partner Unit

The Partnership’s net income is attributed to limited partners, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions paid to Noble. For periods prior to the conversion of Subordinated Units and simplification of IDRs, we had more than one class of participating securities and we utilized the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include Common Units, Subordinated Units and IDRs.

Basic and diluted net income per limited partner Common and Subordinated Unit is computed by dividing the respective limited partners’ interest in net income for the period by the weighted-average number of Common and Subordinated Units outstanding for the period. Diluted net income per limited partner Common and Subordinated Unit reflects the potential dilution that could occur if agreements to issue Common Units, such as awards under the LTIP, were settled or converted into Common Units. When it is determined that potential Common Units resulting from an award should be included in the diluted net income per limited partner Common and Subordinated Unit calculation, the impact is reflected by applying the treasury stock method.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Our calculation of net income per limited partner Common and Subordinated Unit is as follows:



	Year Ended December 31,
(in thousands)	2019		2018		2017
Net Income Attributable to Noble Midstream Partners LP	$	159,996	$	162,734	$	140,572
Less: Net Income Attributable to Incentive Distribution Rights	13,967		5,836		835
Net Income Attributable to Limited Partners	$	146,029	$	156,898	$	139,737

Net Income Allocable to Common Units	$	123,662	$	93,875	$	75,076
Net Income Allocable to Subordinated Units	22,367		63,023		64,661
Net Income Attributable to Limited Partners	$	146,029	$	156,898	$	139,737

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	3.09	$	3.96	$	4.10
Subordinated Units	$	3.86	$	3.96	$	4.10

Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	3.08	$	3.96	$	4.10
Subordinated Units	$	3.86	$	3.96	$	4.10

Weighted Average Limited Partner Units Outstanding — Basic
Common Units	40,083		23,686		18,192
Subordinated Units	5,795		15,903		15,903

Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	40,105		23,701		18,204
Subordinated Units	5,795		15,903		15,903

Antidilutive Restricted Units	54		24		4

Note 14. Leases

In the normal course of business, we enter into lease agreements to support our operations. We lease field equipment as well as water and pipeline transportation assets.

Operating Leases Our operating leases consist of field equipment and transportation assets. Our field equipment leases have fixed monthly payments over a minimum term with options to extend the rental period on a month-to-month basis. Our leased transportation assets have variable monthly payments (price per barrel throughput) over a minimum term with the option to extend on a year-to-year basis. Our operating and variable lease expense is recorded in direct operating expense in our consolidated statement of operations and was de minimis for the year ended December 31, 2019.

Finance Leases We lease water assets for use in the performance of our fresh water delivery services. The amount of the lease obligation is based on the discounted present value of future minimum lease payments, and therefore does not reflect future cash lease payments. Our finance lease expense is recorded in depreciation and amortization expense in our consolidated statement of operations and was de minimis for the year ended December 31, 2019. Interest expense for our finance lease is recorded in interest expense in our consolidated statement of operations and was de minimis for the year ended December 31, 2019.

Short-Term Leases Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Short-term lease expense is recorded in direct operating expense in our consolidated statement of operations and was de minimis for the year ended December 31, 2019.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Balance Sheet Information ROU assets and lease liabilities are as follows:



(in thousands)	Balance Sheet Location	December 31, 2019
Assets
Operating ⁽¹⁾	Other Noncurrent Assets	$	2,743
Finance ⁽²⁾	Total Property, Plant and Equipment, Net	3,869
Total ROU Assets		$	6,612
Liabilities
Current
Operating	Other Current Liabilities	$	2,471
Finance	Other Current Liabilities	—
Noncurrent
Operating	Other Noncurrent Liabilities	259
Finance ⁽³⁾	Long-Term Debt	2,005
Total Lease Liabilities		$	4,735


⁽¹⁾	All of our operating leases mature between 2020 through 2021. Future operating lease payments of $2.5 million are due in 2020 and $0.3 million are due in 2021.


⁽²⁾	Finance lease assets are recorded net of accumulated amortization of $1.1 million as of December 31, 2019.


⁽³⁾	Our finance lease matures during 2021.

Note 15. Commitments and Contingencies

Legal Proceedings We may become involved in various legal proceedings in the ordinary course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we will regularly assess the need for accounting recognition or disclosure of these contingencies. We will defend ourselves vigorously in all such matters.

Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our combined financial condition, results of operations or cash flows.

Omnibus Agreement Our omnibus agreement with Noble contractually requires us to pay a fixed annual fee of $6.9 million (prorated for the first year of service) to Noble for certain administrative and operational support services being provided to us. The omnibus agreement generally remains in full force and effect so long as Noble controls our General Partner. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process. See Note 3. Transactions with Affiliates.

Crude Oil Purchase Commitments An affiliate of Black Diamond enters into agreements to purchase crude oil from producers at market-based prices. The agreements do not contain provisions regarding fixed or minimum quantities of crude oil to be purchased.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Notes to Consolidated Financial Statements

Minimum commitments as of December 31, 2019 are as follows:



(in thousands)	Omnibus Fee ⁽¹⁾		Future Minimum Finance Lease Payments		Future Minimum Operating Lease Payments		Purchase Obligations ⁽²⁾		Transportation Fees⁽³⁾		Surface Lease Obligations		Total
2020	$	6,850	$	—	$	2,528	$	4,947	$	17,961	$	215	$	32,501
2021	—		2,005		260		—		33,101		216		35,582
2022	—		—		—		—		34,195		175		34,370
2023	—		—		—		—		34,879		175		35,054
2024	—		—		—		—		35,673		175		35,848
2025 and Beyond	—		—		—		—		60,809		3,857		64,666
Total	$	6,850	$	2,005	$	2,788	$	4,947	$	216,618	$	4,813	$	238,021


⁽¹⁾	Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The initial annual fee can be redetermined during 2020 and may be redetermined annually thereafter. As such, the amount included in the table above represents the annual fee as of December 31, 2019.


⁽²⁾	Purchase obligations represent contractual agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed and minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.


⁽³⁾	We have entered into long-term agreements with unaffiliated third parties to satisfy a substantial portion of our transportation commitment.

Note 16. Income Taxes

For periods prior to the Drop-Down and Simplification Transaction, our consolidated financial statements include a provision for tax expense on income related to the assets contributed to the Partnership. Deferred federal and state income taxes were provided on temporary differences between the financial statement carrying amounts of recognized assets and liabilities and their respective tax bases as if the Partnership filed tax returns as a stand-alone entity. The following table presents our tax provision for the periods indicated:



	Year Ended December 31,
(in thousands)	2019			2018			2017
Current	$	541		$	1,323		$	1,221
Deferred	3,474			6,678			26,751
Tax Provision ⁽¹⁾	$	4,015		$	8,001		$	27,972
Effective Tax Rate	1.6		%	3.6		%	14.8		%


⁽¹⁾	A substantial portion of our tax provision represents federal income taxes associated with the assets contributed in the Drop-Down and Simplification Transaction.

Net deferred tax assets and liabilities were classified in the consolidated balance sheets as follows:



(in thousands)	December 31, 2019		December 31, 2018
Deferred Tax Asset⁽¹⁾	$	—	$	29,201
Deferred Tax Liability⁽²⁾	229		—


⁽¹⁾	Our deferred tax asset is recorded within other noncurrent assets in our consolidated balance sheets. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for a discussion of the elimination of our deferred tax asset and liability prior to the Drop-Down and Simplification Transaction.


⁽²⁾	Our deferred tax liability is recorded within other noncurrent liabilities in our consolidated balance sheets.



Table of Contents	Noble Midstream Partners LP
Index to Financial Statements	Supplemental Quarterly Financial Information
	(Unaudited)

Supplemental quarterly financial information is as follows:



(in thousands except per share amounts)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2019
Total Revenues	$	160,702	$	170,660	$	181,674	$	190,765
Operating Income	71,987		60,564		81,271		69,644
Income Before Income Taxes	69,100		56,494		71,698		52,190
Net Income	67,791		55,763		70,519		51,394
Net Income Attributable to Limited Partners	40,052		31,769		34,812		39,396

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	1.01	$	0.79	$	0.88	$	0.65
Subordinated Units	1.01		0.84		—		—
Year Ended December 31, 2018
Total Revenues	$	113,225	$	139,435	$	154,925	$	151,150
Operating Income	46,346		51,985		56,779		63,768
Income Before Income Taxes	48,181		54,408		57,160		64,971
Net Income	46,182		52,097		55,415		63,025
Net Income Attributable to Limited Partners	38,542		35,450		43,155		39,751

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	0.97	$	0.90	$	1.09	$	1.00
Subordinated Units	0.97		0.90		1.09		1.00

Table of Contents

Index to Financial Statements

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer have evaluated the effectiveness of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report. Based upon their evaluation, they have concluded that our disclosure controls and procedures were effective and provide an effective means to ensure that information required to be disclosed in the reports that we file or furnish under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events and the application of judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all future conditions.

Management’s Annual Report on Internal Control over Financial Reporting

The management report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to Management’s Report on Internal Control over Financial Reporting, included in Item 8. Financial Statements and Supplementary Data.

The independent auditor’s attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to Report of Independent Registered Public Accounting Firm (Internal Control Over Financial Reporting), included in Item 8. Financial Statements and Supplementary Data.

Changes in Internal Control over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Our internal controls were designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with US GAAP.

Our management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2019. Based on our assessment, our internal controls over financial reporting were effective. There were no changes in internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

100

Table of Contents

Index to Financial Statements

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Management of Noble Midstream Partners LP

We are managed by the directors and executive officers of our General Partner. Our General Partner is not elected by our unitholders and will not be subject to re-election by our unitholders in the future. Noble indirectly owns all of the membership interests in our General Partner. Our unitholders are not entitled to elect the directors of our General Partner’s board of directors or to directly or indirectly participate in our management or operations.

In evaluating director candidates, Noble will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of our board of directors to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board of directors of our General Partner to fulfill their duties.

Neither we nor our subsidiaries have any employees. Our General Partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations. While all of the employees that conduct our business are employed by our General Partner or its affiliates, in this Annual Report, we sometimes refer to these individuals as our employees.

Director Independence

As a publicly traded partnership, we qualify for, and are relying on, certain exemptions from Nasdaq corporate governance requirements, including:


•	the requirement that a majority of the board of directors of our General Partner consist of independent directors;


•	the requirement that the board of directors of our General Partner have a nominating/corporate governance committee that is composed entirely of independent directors; and


•	the requirement that the board of directors of our General Partner have a compensation committee that is composed entirely of independent directors.

As a result of these exemptions, our General Partner’s board of directors is not comprised of a majority of independent directors. Our board of directors does not currently intend to establish a nominating/corporate governance committee or a compensation committee. Accordingly, unitholders will not have the same protections afforded to equityholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We are, however, required to have an audit committee of at least three members, all of whom satisfy the independence and experience standards established by Nasdaq and the Exchange Act.

We have also established a standing conflicts committee, as permitted under our partnership agreement.

Committees of the Board of Directors

In addition to the audit committee and the conflicts committee, the board of directors of our General Partner may have such other committees as the board of directors shall determine from time to time.

Audit Committee

The audit committee of the board of directors of our General Partner assists the board of directors in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and partnership policies and controls. The audit committee has the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm. We have adopted an Audit Committee charter which is available on our website.

The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm will be given unrestricted access to the audit committee and our management, as necessary. Ms. Hallie A. Vanderhider (Chairperson), Mr. Martin Salinas and Mr. Andrew Viens comprise the members of the audit committee. The board of directors of our General Partner determined that each of Ms. Vanderhider, Mr. Salinas and Mr. Viens satisfy the definition of audit committee financial expert for purposes of the SEC’s rules and is independent under the standards of Nasdaq.

While the audit committee of the board of directors of our General Partner oversees the Partnership’s financial reporting process on behalf of the board of directors, management has the primary responsibility for the financial statements and the

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reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviews and discusses with management the audited financial statements contained in this Annual Report.

Conflicts Committee

In January 2017, we established a standing conflicts committee of the board of directors of our General Partner. The board of directors of our General Partner will delegate the conflicts committee authority, from time to time, to review, in accordance with the terms of our partnership agreement, specific matters that may involve a potential conflict of interest between our General Partner or any of its affiliates (including Noble), on the one hand, and us or any of our subsidiaries or partners, on the other hand. The board of directors of our General Partner determines whether to refer a matter to the conflicts committee on a case-by-case basis.

The conflicts committee is comprised of three members of the board of directors of our General Partner. The members of the conflicts committee are Mr. Salinas (Chairperson), Ms. Vanderhider and Mr. Viens. The members of our conflicts committee may not be officers or employees of our General Partner or directors, officers, or employees of any of its affiliates (including Noble), and must meet the independence and experience standards established by Nasdaq and the Exchange Act to serve on an audit committee of a board of directors.

In addition, the members of our conflicts committee may not own any interest in our General Partner or any interest in us or our subsidiaries other than Common Units or awards under our long-term incentive plan. If our General Partner seeks approval from the conflicts committee, then it will be presumed that, in making its decision, the conflicts committee acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Board Leadership Structure

Although the chief executive officer of our General Partner currently does not also serve as the chairman of the board of directors of our General Partner, the board of directors of our General Partner has no policy with respect to the separation of the offices of chairman of the board of directors and chief executive officer. Instead, that relationship is defined and governed by the amended and restated limited liability company agreement of our General Partner, which permits the same person to hold both offices. Directors of the board of directors of our General Partner are designated or elected by Noble. Accordingly, unlike holders of common stock in a corporation, our unitholders will have only limited voting rights on matters affecting our business or governance, subject in all cases to any specific unitholder rights contained in our partnership agreement.

Board Role in Risk Oversight

Our corporate governance guidelines provide that the board of directors of our General Partner is responsible for reviewing the process for assessing the major risks facing us and the options for their mitigation. This responsibility is largely satisfied by our audit committee, which is responsible for reviewing and discussing with management and our independent registered public accounting firm our major risk exposures and the policies management has implemented to monitor such exposures, including our financial risk exposures and risk management policies.

Non-Management Executive Sessions and Unitholder Communications

During the fiscal year ended December 31, 2019, the non-management directors met four times in executive session. Ms. Vanderhider, as Chair of the Audit Committee, acted as presiding director in such sessions.

Unitholders and interested parties can communicate directly with non-management directors by mail in care of the General Counsel and Secretary at Noble Midstream Partners LP, 1001 Noble Energy Way, Houston, Texas 77070. Such communications should specify the intended recipient or recipients. Commercial solicitations or communications will not be forwarded.

Meetings and Other Information

During the fiscal year ended December 31, 2019, our board of directors had ten meetings and our audit committee had four meetings. All directors have access to members of management, and a substantial amount of information transfer and informal communication occurs between meetings. Each of our directors attended all of the meetings of the board of directors and audit committee on which such director served.

Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Whistleblower Policy and Audit Committee Charter are available on our website (www.nblmidstream.com) under the Corporate Governance tab. Our Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We intend to disclose any amendment to or waiver of our Code of Business Conduct and Ethics either on our website or in a current report on Form 8-K filed with the SEC.

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Directors and Executive Officers

Directors are appointed by Noble, the sole member of our General Partner, and hold office until their successors have been appointed or qualified or until their earlier death, resignation, removal or disqualification. Executive officers are appointed by, and serve at the discretion of, the board of directors. The following table presents information for the directors and executive officers of our General Partner.



Name	Age	Position with Our General Partner
Brent J. Smolik	58	Chief Executive Officer and Director
Kenneth M. Fisher	58	Chairman of the Board of Directors
Thomas H. Walker	49	Director
Rachel G. Clingman	53	Director
Hallie A. Vanderhider	62	Director
Martin Salinas, Jr.	47	Director
Andrew E. Viens	65	Director
Thomas W. Christensen	37	Chief Financial Officer
Robin H. Fielder	39	President and Chief Operating Officer
Aaron G. Carlson	53	General Counsel and Secretary
Phillip S. Welborn	31	Chief Accounting Officer

Brent J. Smolik was appointed Chief Executive Officer in August 2019. Mr. Smolik is currently a director of the Partnership and President and Chief Operating Officer of Noble, positions he has held since November 2018. Before joining Noble, Mr. Smolik served as President, Chief Executive Officer and Chairman of the Board of EP Energy Corporation and EP Energy LLC from 2012 to 2017. He previously served as Executive Vice President of El Paso Corporation and President of the El Paso Exploration & Production Company. From 2004 to 2006, Mr. Smolik served as President of ConocoPhillips Canada and Burlington Resources Canada. From 1990 to 2004, he served in a variety of engineering and asset management positions of increasing responsibility for Burlington Resources Inc., including Chief Engineer. He began his career with ARCO Oil and Gas in 1984. Mr. Smolik holds a Bachelor’s Degree in Petroleum Engineering from Texas A&M University. Mr. Smolik previously served on the boards of directors of Cameron International Corporation, America’s Natural Gas Alliance, the Center for Hearing and Speech Foundation, the Houston Zoo, the Independent Petroleum Association of America and the American Exploration and Production Council. We believe Mr. Smolik’s extensive knowledge of the oil and gas industry and executive leadership experience provides the board of directors of our General Partner with valuable experience and insight.

Kenneth M. Fisher was appointed as Chairman of the board of directors of our General Partner in October 2015. Mr. Fisher serves as Executive Vice President and Chief Financial Officer of Noble, which he was elected to in April 2014, previously serving as Senior Vice President and Chief Financial Officer from November 2009. Before joining Noble, Mr. Fisher served in a number of senior leadership roles at Shell from 2002 to 2009, including as Executive Vice President of Finance for Upstream Americas, Director of Strategy & Business Development for Royal Dutch Shell plc in The Hague, Executive Vice President of Strategy and Portfolio for Global Downstream in London and CFO of Shell Oil Products US responsible for US downstream finance operations including Shell Pipeline Company. Prior to joining Shell in 2002, Mr. Fisher held senior finance positions within business units of General Electric Company. Mr. Fisher currently serves on the board of directors of Apergy Corporation as a director and audit committee chairman and formerly served as a director of CONE Midstream Partners from May 2014 to December 2017. We believe Mr. Fisher’s industry and financial experience provides the board of directors of our General Partner with valuable experience in our industry and financial and accounting matters.

Thomas H. Walker was appointed to the board of directors of our General Partner in July 2018. Mr. Walker serves as Senior Vice President of Noble, which he was appointed to in February 2018, and is currently responsible for Noble’s U.S. Onshore operations. Mr. Walker previously served as Vice President of West Africa and the U.S. Gulf of Mexico from 2014 and Director of Strategic Planning, Environmental Analysis and Reserves, managed Noble’s operated West Africa assets, non-operated international assets and frontier business ventures and was a member of Noble’s business development team from 2007. Prior to joining Noble in 2007, Mr. Walker held various positions at Amoco and BP America. He currently serves as a member of the LSU Geology & Geophysics Alumni Council. We believe Mr. Walker’s extensive knowledge of the oil and gas industry and multi-basin operating management experience will provide the board of directors of our General Partner with valuable experience.

Rachel G. Clingman was appointed to the board of directors of our General Partner in August 2019. Ms. Clingman is Senior Vice President, General Counsel and Corporate Secretary for Noble. She joined Noble in 2018, bringing more than 25 years of industry experience, most recently as Vice President and General Counsel for the Global Petroleum and Americas Minerals businesses of BHP. Ms. Clingman started her career at a prominent international law firm. She has held various leadership positions within law firms and publicly-traded companies and has served as a registered lobbyist. Ms. Clingman holds

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Bachelor’s Degrees in Philosophy and Political Science from Rice University, and a Law Degree from the University of Texas where she served on the Texas Law Review. We believe Ms. Clingman’s industry and legal experience provides the board of directors of our General Partner with valuable experience in our strategic, risk and legal matters.

Hallie A. Vanderhider was appointed to the board of directors of our General Partner in September 2016 and serves as chair of the audit committee and a member of the conflicts committee. Ms. Vanderhider currently serves as Managing Director of SFC Energy Management since January 2016 and as a director of EQT Corporation and Oil States International, Inc. since July 2019. She previously served as Managing Partner of Catalyst Partners, from May 2013 to June 2018, and as the President and Chief Operating Officer of Black Stone Minerals Company, from October 2007 to May 2013. She joined Black Stone in 2003 and served as Executive Vice President and Chief Financial Officer until being appointed as the President and Chief Operating Officer in 2007. Ms. Vanderhider served as Chief Financial Officer of EnCap Investments and served in a variety of positions at Damson Oil Corp., including as Chief Accounting Officer. In addition, she served on, or is serving on, the following boards: Mississippi Resources, from August 2014 to February 2016; PetroLogistics GP, from April 2013 to July 2014; Bright Horizons, from October 2013 to January 2016; Grey Rock Energy Management, from August 2013 to present; Armor Energy, from May 2016 to present; Frostwood Energy, from May 2016 to present; and Greystone Petroleum, from May 2016 to present. We believe that Ms. Vanderhider’s experience with master limited partnerships, the natural resource industry and financial statements provides the board of directors of our General Partner with valuable experience with respect to our industry and financial matters.

Martin Salinas, Jr. was appointed to the board of directors of our General Partner in October 2016 and is a member of the audit and conflicts committees. Mr. Salinas currently serves as a director of Green Plains Partners, which position he has held since July 2018. He previously served as Chief Executive Officer of Phase 4 Energy Partners from October 2015 to December 2016 and as Chief Financial Officer of Energy Transfer Partners, L.P. from June 2008 through April 2015. He joined Energy Transfer Partners, L.P. in 2004 and served as Controller and Vice-President of Finance until being appointed as Chief Financial Officer in 2008. In addition to serving as Chief Financial Officer for Energy Transfer Partners, Mr. Salinas also served as Sunoco Logistics, L.P.’s Chief Financial Officer and a member of the Board of Directors from October 2012 to April 2015 and as a member of the Board of Directors for Sunoco Partners, L.P. from March 2014 until April 2015. Prior to joining Energy Transfer Partners, L.P., Mr. Salinas worked at KPMG, LLP from September 1994 through August 2004 serving audit clients primarily in the oil and gas industry. Mr. Salinas was appointed to the board of directors for Green Plains Partners LP in July 2018. We believe that Mr. Salinas’ prior experience as an auditor and chief financial officer provides the board of directors of our General Partner with valuable experience with respect to our accounting and financial matters.

Andrew E. Viens was appointed to the board of directors of our General Partner in June of 2017. Mr. Viens was President, Global Marketing, for Phillips 66 until April 15, 2015, when he retired. He has 35 years of experience in various roles throughout the oil and gas and downstream industries. Mr. Viens was also a director on the DCP Midstream board from July 2012 until his retirement in April 2015. Before joining Phillips 66 in May 2012, he had held the same role with ConocoPhillips since March 2010. He had served as President, U.S. Marketing since May 2009. Previously, he held the position of General Manager, Commercial Marine from March 2007 to April 2009. He was appointed Manager, Heavy Products Trading in October 2003 after working as General Manager, Business Optimization. Prior to his career with ConocoPhillips, Mr. Viens worked for Tosco, and from April 1999 to the Phillips Petroleum acquisition of Tosco and through the Conoco and Phillips merger, he served as Manager of Wholesale Marketing and Diversified Business. His Tosco career had started in 1997 when he moved to Tempe as Manager of Product Supply and Trading. We believe Mr. Viens’s extensive marketing and downstream experience provides the board of directors of our General Partner with valuable knowledge and insight.

Thomas W. Christensen was appointed Chief Financial Officer in September 2019 after serving as interim Chief Financial Officer since July 2019. Mr. Christensen has also held the position of Chief Accounting Officer since August 2016. He previously served as Corporate Finance Manager in Noble’s Treasury group and joined Noble upon its acquisition of Rosetta Resources in July 2015. While at Rosetta, Mr. Christensen served in positions of increasing responsibility, including most recently serving as its Assistant Controller overseeing SEC reporting, corporate accounting, income taxes and technical accounting matters. He began his career as an auditor in PricewaterhouseCoopers’ energy practice in Houston. Mr. Christensen is also a certified public accountant.

Robin H. Fielder was appointed President and Chief Operating Officer in January 2020. Ms. Fielder served as President, Chief Executive Officer and Director of the general partners of Western Midstream Operating LP (formerly Western Gas Partners LP) and Western Midstream Partners LP (formerly Western Gas Equity Partners LP) from January 2019 to August 2019, and as President and Director of the general partners from November 2018 to January 2019. She also served as Senior Vice President, Midstream of Anadarko Petroleum Corporation (“Anadarko”) from November 2018 to August 2019. Prior to these positions, Ms. Fielder served in positions of increasing responsibility at Anadarko, including Vice President, Investor Relations from September 2016 to November 2018, Midstream Corporate Planning Manager from December 2015 to September 2016, Director, Investor Relations from June 2014 to December 2015 and General Manager, Carthage/North Louisiana from June 2013 to June 2014. Prior to serving in these roles, she held various exploration and operations engineering positions at

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Anadarko in both the U.S. onshore and the deepwater Gulf of Mexico. Ms. Fielder holds a Bachelor of Science degree in petroleum engineering from Texas A&M University and is a registered Professional Engineer in the state of Texas and a member of the Society of Petroleum Engineers.

Aaron G. Carlson was appointed General Counsel and Secretary in June 2019. Mr. Carlson joined Noble in April 2003 after spending seven years in private practice. He served in positions of increasing responsibility within Noble’s Legal Department, including Vice President, Deputy General Counsel and Corporate Secretary, before serving in the role of Vice President of Land, Marketing and Production Reporting from May 2018 to July 2019. Mr. Carlson also serves in the position of Vice President of Land for Noble.

Phillip S. Welborn was appointed Chief Accounting Officer in October 2019. He joined Noble in June 2010 and has served in various positions of increasing responsibility within Noble’s accounting department from June 2010 to July 2019. From July 2019 to October 2019, Mr. Welborn served as the Director of Accounting for L. Energy International, LLC. Mr. Welborn is a certified public accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities (collectively, “Insiders”) to file with the SEC initial reports of ownership and reports of changes in ownership of such equity securities. Insiders are also required to furnish us with copies of all Section 16(a) forms that they file. Such reports are accessible on or through our website at www.nblmidstream.com under the “SEC Filings” tab.

Based solely upon a review of the copies of Forms 3 and 4 furnished to us, or written representations from certain reporting persons that no Forms 5 were required, we believe that the Insiders complied with all filing requirements with respect to transactions in our equity securities during 2019.

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Item 11. Executive Compensation

Compensation Discussion and Analysis

Neither we nor our General Partner employ any of the individuals who serve as executive officers of our General Partner and are responsible for managing our business. We are managed by our General Partner; however, the executive officers of our General Partner are employees of Noble and, as described below, may provide additional services to Noble and its affiliates unrelated to our business. Because our General Partner’s executive officers are employed by Noble, compensation of our executive officers is set and paid by Noble under its compensation programs. While Noble and our General Partner have not entered into any employment agreements with any of its executive officers, we and our General Partner have entered into the Omnibus Agreement, dated as of September 20, 2016, as amended (the “Omnibus Agreement”), and the Operational Services and Secondment Agreement, dated as of September 20, 2016 (the “Operational Services Agreement”), in each case, with Noble. Pursuant to the terms of the Operational Services Agreement, we reimburse Noble for the portion of our Chief Executive Officer and Chief Operating Officer’s compensation that is attributable to the management of the operational aspects of our business. Pursuant to the terms of the Omnibus Agreement, we pay an annual fixed administrative fee to Noble, which covers the services provided to us by our other executive officers. Except with respect to awards that may be granted under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”), our executive officers do not receive any separate compensation from us for their services to our business or as executive officers of our General Partner.

Named Executive Officers

For 2019, our Named Executive Officers (“Named Executive Officers” or “NEOs”) were:


•	Brent J. Smolik, Chief Executive Officer and Chief Operating Officer;


•	Thomas W. Christensen, Chief Financial Officer and Former Chief Accounting Officer;


•	Aaron G. Carlson, General Counsel and Secretary;


•	Phillip S. Welborn, Chief Accounting Officer;


•	Terry R. Gerhart, Former Chief Executive Officer;


•	John F. Bookout, IV, Former Chief Financial Officer;


•	John C. Nicholson, Former Chief Operating Officer; and


•	Harry R. Beaudry, Former General Counsel and Secretary.

Mr. Smolik was appointed Chief Executive Officer and Chief Operating Officer of our General Partner in August 2019. Mr. Smolik is also an executive officer of Noble, and he devotes a portion of his time to his role at Noble and spends time, as needed, managing our business and affairs. During 2019, Mr. Smolik devoted approximately 25% of his time to managing our business and affairs.

Mr. Christensen was appointed Chief Financial Officer of our General Partner in June 2019. He previously served as Chief Accounting Officer of our General Partner until Mr. Welborn’s appointment to such position. Mr. Christensen devotes substantially all of his time to us and our General Partner.

Mr. Carlson was appointed as General Counsel and Secretary of our General Partner in June 2019. During 2019, Mr. Carlson devoted approximately 50% of his time to managing our business and affairs.

Mr. Welborn was appointed as Chief Accounting Officer of our General Partner in October 2019. Before his appointment as Chief Accounting Officer of our General Partner, Mr. Welborn was previously employed by Noble until he resigned in June 2019, and then was re-hired by Noble to serve as our Chief Accounting Officer. Mr. Welborn devotes substantially all of his time to us and our General Partner.

Mr. Gerhart resigned from his position as Chief Executive Officer of our General Partner effective August 9, 2019. Mr. Gerhart, who was also an executive officer of Noble, devoted a portion of his time to his role at Noble and spent time, as needed, managing our business and affairs. Before his resignation, Mr. Gerhart devoted approximately 60% of his time to managing our business and affairs.

Mr. Bookout resigned from his position as Chief Financial Officer effective June 28, 2019. Before his resignation, Mr. Bookout devoted substantially all of his time to us and our General Partner.

Mr. Nicholson resigned from his position as Chief Operating Officer of our General Partner effective August 9, 2019. Before his resignation, Mr. Nicholson devoted substantially all of his time to us and our General Partner.

Mr. Beaudry resigned from his position as General Counsel and Secretary of our General Partner effective April 5, 2019. Before his resignation, Mr. Beaudry devoted approximately 50% of his time to managing our business and affairs.

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Elements of Compensation

Noble provides compensation to our executives in the form of base salaries, annual short-term cash incentive awards, long-term equity incentive awards and participation in various employee benefits plans and arrangements. Noble aims to balance at-risk or contingent compensation, provided in the form of annual short-term cash incentive awards and long-term equity incentive awards, with fixed compensation, provided in the form of a base salary. For 2019, a substantial portion of the target compensation of each of our Named Executive Officers was at-risk.

The following discussion sets forth a more detailed explanation of the elements of Noble’s compensation programs as they relate to our Named Executive Officers.

Base Salary

Base salary is designed to provide a competitive fixed rate of pay recognizing employees’ different levels of responsibility and performance. In setting an executive’s base salary, Noble considers several factors, including external market data, the executive’s role and responsibilities at Noble, and the executive’s skills, experience, expertise and performance. The table below sets forth the base salary as of December 31, 2019, other than with respect to Messrs. Gerhart, Bookout, Nicholson and Beaudry, for which it provides the base salary of such Named Executive Officers as of their respective resignation dates. The amounts set forth below are pro-rated to reflect the portion of the expense allocated to us by Noble based on the percentage of each Named Executive Officer’s overall working time that was devoted to our business, as described above under “Named Executive Officers.”



Name	Base Salary ($)
Brent J. Smolik	187,500
Thomas W. Christensen	250,000
Aaron G. Carlson	160,850
Phillip S. Welborn	190,000
Terry R. Gerhart	249,000
John F. Bookout, IV	253,960
John C. Nicholson	250,970
Harry R. Beaudry	141,625

We experienced some transition among the individuals serving as our Named Executive Officers in 2019. In connection with these changes in responsibility and title, Noble adjusted base salary to reflect promotions to new positions as follows (prorated to reflect the amount of time allocated to us): Mr. Christensen experienced a 25% salary increase to $250,000 in connection with his promotion to Chief Financial Officer and Mr. Welborn experienced a 53% salary increase to $190,000 in connection with his promotion to Chief Accounting Officer. The base salary for each of Messrs. Smolik and Carlson did not change in connection with their appointments as Chief Executive Officer and as General Counsel and Secretary, respectively. As part of our routine compensation review process, our other Named Executive Officers received the following increases to base salary in 2019 (on a pro-rated basis, to reflect the amount of time allocated to us):


•	for Mr. Gerhart, a 5% increase from $237,000 to $249,000;


•	for Mr. Bookout, a 10% increase from $230,000 to $253,960;


•	for Mr. Nicholson, a 9% increase from $230,000 to $250,970; and


•	for Mr. Beaudry, a 3% increase from $137,500 to $141,625.

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Short-Term Incentive Plan

Our Named Executive Officers are eligible to receive awards under Noble’s short-term incentive plan (the “STIP”). The STIP provides participants with an opportunity to earn performance-based annual cash bonus awards. Target annual bonus levels are established at or before the beginning of each year by Noble and are based on a percentage of the NEO’s base salary. The table below provides the annual bonus targets for the Named Executive Officers for 2019.



Name	Target (as a % of Base Salary)
Brent J. Smolik	110	%
Thomas W. Christensen	35	%
Aaron G. Carlson	45	%
Phillip S. Welborn ⁽¹⁾	30	%
Terry R. Gerhart ⁽²⁾	65	%
John F. Bookout, IV ⁽²⁾	35	%
John C. Nicholson ⁽²⁾	35	%
Harry R. Beaudry ⁽²⁾	35	%


⁽¹⁾	As Mr. Welborn resigned in June 2019 and was re-hired in October 2019, Mr. Welborn’s 2019 STIP award will be pro-rated for the portion of 2019 following his re-hire.


⁽²⁾	As a result of their resignations in 2019, each of Messrs. Gerhart, Bookout, Nicholson and Beaudry were not eligible to receive a payout under the STIP.

The 2019 STIP is weighted 60% on quantitative measures and 40% on qualitative measures. The performance goals are designed to motivate performance and compensate employees for annual contributions. Based on the results of Noble’s performance versus its qualitative and quantitative targets, Noble arrived at an overall company performance factor of 180% of target for the 2019 STIP. For more information regarding the STIP, including a discussion of the performance metrics on which it is based, read Noble’s 2020 Proxy Statement (which is not, and shall not be deemed to be, incorporated by reference herein), which we expect will be filed with the SEC not later than 120 days subsequent to December 31, 2019 (“Noble’s 2020 Proxy Statement”).

2019 STIP Payments

The cash payout under the STIP will occur in March 2020, and the following table shows the final STIP payouts to our Named Executive Officers:



Name	2019 STIP Payout ($)
Brent J. Smolik	408,375
Thomas W. Christensen	174,150
Aaron G. Carlson	138,905
Phillip S. Welborn	17,243
Terry R. Gerhart ⁽¹⁾	—
John F. Bookout, IV ⁽¹⁾	—
John C. Nicholson ⁽¹⁾	—
Harry R. Beaudry ⁽¹⁾	—

⁽¹⁾As a result of their resignations in 2019, each of Messrs. Gerhart, Bookout, Nicholson and Beaudry were not eligible to receive a payout under the STIP.

Long-Term Equity-Based Compensation Awards

Our Named Executive Officers are eligible to receive awards under the LTIP and under Noble’s long-term equity compensation programs.

Time-Based Restricted Units

The board grants time-based restricted units under our LTIP to provide a retention incentive to the Named Executive Officers and to align the interests of our Named Executive Officers with our unitholders.

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In February 2019, Messrs. Christensen, Welborn, Gerhart, Bookout, Nicholson and Beaudry received a grant of time-based restricted units under the LTIP. The restricted units will vest, subject to the conditions set forth in the applicable award agreements, as follows:



Vesting Date ⁽¹⁾	Portion of the Restricted Units that Become Vested
February 1, 2020	20%
February 1, 2021	30%
February 1, 2022	50%


⁽¹⁾	Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry resigned in 2019, and their grants were immediately forfeited and canceled and thus will not vest according to this schedule.

Also during February 2019, Messrs. Christensen, Bookout and Nicholson received a grant of time-based restricted units under the LTIP scheduled to vest in full on the third anniversary of the grant date, which is February 1, 2022. However, Messrs. Bookout and Nicholson resigned in 2019 and their February 2019 grants were immediately forfeited and canceled.

In August 2019, Mr. Christensen received an additional grant of time-based restricted units under the LTIP in connection with his appointment as Chief Financial Officer, which award is scheduled to vest in full on the third anniversary of the grant date. Mr. Christensen’s restricted units will become fully vested, subject to his continued employment and the conditions set forth in the applicable award agreements, on August 5, 2022.

Noble Equity Compensation Awards

Under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (the “1992 Plan”), as amended from time to time, and subsequently superseded and replaced by the Noble Energy, Inc. 2017 Long-Term Incentive Plan (the “2017 Plan”), as amended from time to time, our Named Executive Officers may receive grants of stock options, restricted stock, phantom units and performance share awards. Equity‑based awards under the 2017 Plan received by our Named Executive Officers in 2019 included time-based restricted shares, time-based phantom units, performance share awards and stock options.

In February 2019, all of our Named Executive Officers received a grant of time-based restricted shares under the 2017 Plan. The time-based restricted shares will vest, subject to the terms set forth in the applicable award agreements, as follows:



Vesting Date ⁽¹⁾	Portion of the Restricted Shares that Become Vested⁽²⁾
February 1, 2020	40%
February 1, 2021	40%
February 1, 2022	20%


⁽¹⁾	Mr. Gerhart resigned in 2019 and his grant of time-based restricted shares was immediately forfeited and canceled in connection with his resignation.


⁽²⁾	The above vesting schedule applies to the grant of time-based restricted shares awarded to Messrs. Smolik, Carlson and Gerhart.



Vesting Date ⁽¹⁾	Portion of the Restricted Shares that Become Vested⁽²⁾
February 1, 2020	25%
February 1, 2021	40%
February 1, 2022	35%


⁽¹⁾	Messrs. Welborn, Bookout, Nicholson and Beaudry resigned in 2019 and their grants of time-based restricted shares were immediately forfeited and canceled in connection with their respective resignations.


⁽²⁾	The above vesting schedule applies to the grant of time-based restricted shares awarded to Messrs. Christensen, Welborn, Bookout, Nicholson and Beaudry.

In February 2019, Messrs. Smolik, Carlson and Gerhart received a grant of performance-based restricted stock. These performance-based restricted shares vest in full on the third anniversary of the grant date if certain performance metrics are achieved and subject to the executive’s continuous employment through the vesting date. The performance awards granted to Mr. Gerhart in February 2019 were immediately forfeited and canceled on the occurrence of his resignation in August 2019.

In February 2019, all of our Named Executive Officers received a grant of phantom units. Phantom units are the economic equivalent of one share of Noble stock. The phantom units vest in full on the third anniversary of the date of grant and will be settled in cash, subject to the applicable Named Executive Officer’s continued employment through such vesting date. Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry resigned in 2019 and their grants of phantom units were immediately forfeited and canceled in connection with their respective resignations.

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In February 2019, Messrs. Smolik and Gerhart received a grant of stock options under the 2017 Plan. One-third of the stock options become exercisable on each of the first, second, and third anniversaries of the date of grant, subject to the applicable Named Executive Officer’s continued employment through such vesting date. The stock options granted to Mr. Gerhart in February 2019 were immediately forfeited and canceled on the occurrence of his resignation in August 2019.

For more information regarding the awards made pursuant to the equity plans maintained by Noble, read Noble’s 2020 Proxy Statement.

Cash Retention Awards

Noble is focused on retaining the management team to ensure business continuity and continued strong safety, environmental and operational performance. To incentivize continued employment during Noble’s midstream strategic review, on April 25, 2019, Messrs. Christensen, Welborn, Bookout and Nicholson were each awarded a one-time, cash retention award equal to $250,000, $100,000, $500,000 and $500,000, respectively. Noble linked the ability to earn the cash retention awards to each Named Executive Officer’s continued employment through the earlier to occur of (i) a completion of the sale of the Partnership and completion of all related sale transition activities or (ii) April 25, 2022. Each of Messrs. Welborn, Bookout and Nicholson forfeited their ability to earn the cash retention awards upon their respective resignations.

Retirement and Additional Benefits

Our Named Executive Officers are also eligible to participate in the employee benefit plans and programs that Noble offers to its employees, subject to the terms and eligibility requirements of those plans. During 2019, our Named Executive Officers participated in Noble’s 401(k) plan. Noble provides dollar-for-dollar matching contributions up to 6% of a participant’s eligible compensation. In addition, Noble makes the following age-weighted contributions to the 401(k) plan for each participant, including the Named Executive Officers:



Age of Participant	Contribution Percentage (Below the Social Security Wage Base)	Contribution Percentage (Above the Social Security Wage Base)
Under 35	4%	8%
At Least 35 but Under 48	7%	10%
48 and Over	9%	12%

In addition, Messrs. Smolik, Carlson and Gerhart are eligible to participate in the Noble Energy, Inc. 2005 Deferred Compensation Plan (the “Noble 2005 Deferred Compensation Plan”) under which participants may elect to defer portions of their salary and bonus and to receive certain matching, age-weighted and transition contributions that would have been made to Noble’s 401(k) plan, if the 401(k) plan had not been subject to the Internal Revenue Code of 1986, as amended (the “Code”), compensation and contribution limitations.

Post-Employment Compensation Programs

Noble maintains the 2016 Severance Benefit Plan (the “Severance Plan”), which provides severance benefits to certain eligible employees, including our Named Executive Officers, upon their termination of employment in connection with a designated reduction in force. Noble also maintains the 2016 Change of Control Severance Plan and the 2016 Change of Control Severance Plan for Executives (the “COC Plans”). Mr. Smolik participates in the 2016 Change of Control Severance Plan for Executives and Messrs. Christensen, Carlson and Welborn participate in the 2016 Change of Control Severance Plan. The COC Plans provide for certain severance benefits upon an involuntary termination of employment within two years (and in certain circumstances, only one year) following a change of control of Noble.

Pursuant to the terms of the restricted unit awards held by our Named Executive Officers, upon certain terminations of employment, the restricted units will accelerate and become fully vested. Additionally, the stock options granted to our Named Executive Officers by Noble become fully exercisable upon certain terminations of employment, and the restricted shares will accelerate and become fully vested upon certain terminations of employment.

See “Potential Payments Upon Termination or a Change of Control” below for more detail regarding these post-employment compensation arrangements.

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Other Compensation Items

Tax and Accounting Implications

We account for equity compensation expense in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718, which require us to estimate and record an expense for each award of equity compensation over the vesting period of the award. Accounting rules also require us to record cash compensation, such as the compensation reimbursed pursuant to our Operational Services Agreement, as an expense at the time the obligation is accrued. The board has taken into account the tax implications to us in its decision to grant equity incentive awards in the form of restricted units, as opposed to options or unit appreciation rights.

Unit Ownership Guidelines

We maintain unit ownership guidelines for our officers and non-employee directors. We believe that these guidelines reinforce the alignment of the long‑term interests of our Named Executive Officers and unitholders and help discourage excessive risk-taking. Each Named Executive Officer is expected to hold Common Units with a value equal to at least their base salary. The Named Executive Officers have five years from the later of (i) the date of appointment and (ii) the date of our initial public offering to achieve compliance. Named Executive Officers who are not in compliance with the unit ownership guidelines will be required to retain 50% of any net units they subsequently acquire upon vesting until the required ownership multiple is achieved. As of February 10, 2020, all Named Executive Officers were in compliance with the guidelines or were within the permitted time frame to come into compliance with the guidelines.

Risk Assessment

We are managed and operated by the officers of our General Partner, and employees of Noble provide services to us through the Operational Services Agreement and the Omnibus Agreement. Other than with respect to equity incentive awards approved by the board pursuant to the LTIP, we do not have any compensation policies or practices that need to be assessed or evaluated for the effect on our operations. The board believes that the grant of equity incentive awards pursuant to the LTIP does not encourage excessive and unnecessary risk taking, and the level of risk that it does encourage is not reasonably likely to have a material adverse effect on us. For an analysis of any risks arising from Noble’s compensation policies and practices, read Noble’s 2020 Proxy Statement.

Actions Taken Following Fiscal-Year End

In January 2020, the board approved awards of restricted units to each of Messrs. Christensen, Carlson and Welborn under the LTIP, which vest one-third on each of the first, second, and third anniversaries of the date of grant.

Compensation Committee Interlocks and Insider Participation

As a limited partnership, the board of directors of our General Partner is not required by the rules of Nasdaq to have a compensation committee. None of the executive officers of our General Partner serve on the board of directors or compensation committee of a company that has an executive officer that serves on the board of directors of our General Partner. No member of the board of directors of our General Partner is an executive officer of a company in which one of the executive officers of our General Partner serves as a member of the board of directors or compensation committee of that company.

Compensation Committee Report

The following report of the board on executive compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information be incorporated by reference into any future filing made with the SEC, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

We do not maintain a separate compensation committee. As a result, the board has reviewed and discussed with management the Compensation Discussion and Analysis set forth herein and, based on such review and discussions, determined that it be included in this Annual Report.



Submitted by:	Brent J. Smolik
	Kenneth M. Fisher
	Thomas H. Walker
	Rachel G. Clingman
	Hallie A. Vanderhider
	Martin Salinas, Jr.
	Andrew E. Viens

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Summary Compensation Table

The following summarizes the total compensation paid to our Named Executive Officers for their services to us during the fiscal years ending December 31, 2019, December 31, 2018, and December 31, 2017. Except as specifically noted, the amounts included in the table below reflect the portion of the expense allocated to us by Noble based on the percentage of each Named Executive Officer’s overall working time was devoted to our business for the applicable fiscal year, as described above under “Compensation Discussion and Analysis—Named Executive Officers” and in the footnotes below.



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (7)	Option Awards ($) (8)	Non-Equity Incentive Compensation ($) (9)	All Other Compensation ($) (10)	Total ($)
Brent J. Smolik (Chief Executive Officer and Director) ⁽¹⁾	2019	187,500	—	976,760	153,749	408,375	54,471	1,780,855
Thomas W. Christensen (Chief Financial Officer) ⁽²⁾	2019	221,366	—	339,698	—	174,150	59,434	794,648
	2018	194,070	—	85,374	—	53,485	34,985	367,914
	2017	177,424	—	150,259	20,434	65,673	30,019	443,809
Aaron G. Carlson (General Counsel & Secretary) ⁽³⁾	2019	160,406	—	209,012	—	138,905	43,969	552,292
Philip S. Welborn (Chief Accounting Officer) ⁽²⁾	2019	105,912	—	37,176	—	17,243	10,591	170,922
Terry R. Gerhart (Former Chief Executive Officer and Director) ⁽⁴⁾	2019	188,390	—	864,444	49,499	—	40,375	1,142,708
	2018	234,536	—	794,961	45,000	131,421	47,498	1,253,416
	2017	—	—	139,984	—	—	5,585	145,569
John F. Bookout, IV (Former Chief Financial Officer) ⁽⁵⁾	2019	157,988	—	354,227	—	—	8,014	520,229
	2018	230,000	—	625,834	—	79,407	52,915	988,156
	2017	184,423	10,000	241,290	20,447	129,423	29,777	615,360
John C. Nicholson (Former Chief Operating Officer) ⁽⁵⁾	2019	185,445	—	354,227	—	—	11,127	550,799
	2018	230,000	—	627,963	—	79,407	53,916	991,286
	2017	189,423	—	277,613	29,212	112,864	31,836	640,948
Harry R. Beaudry (Former General Counsel & Secretary) ⁽⁶⁾	2019	57,873	—	144,708	—	—	3,473	206,054
Harry R. Beaudry (Former General Counsel & Secretary) ⁽⁶⁾	2018	132,019	—	231,236	—	39,216	27,960	430,431


⁽¹⁾	For 2019, Mr. Smolik devoted approximately 25% of his overall working time to our business and the amounts reported are prorated to reflect this.


⁽²⁾	Messrs. Christensen and Welborn devote substantially all of their overall working time to our business. Therefore, the amounts disclosed for 2019 are reported in full, without any proration.


⁽³⁾	For 2019, Mr. Carlson devoted approximately 50% of his overall working time to our business and the amounts reported are prorated to reflect this.

⁽⁴⁾

For 2019 and 2018, Mr. Gerhart devoted approximately 60% of his overall working time to our business, and the amounts reported for 2019 and 2018, other than with respect to any amount associated with equity awards under our LTIP, are prorated to reflect this. For 2017, Mr. Gerhart devoted approximately 15% of his overall working time to our business, and during 2017, the compensation received from Noble in relation to the services he provided for us did not comprise a material amount of his total compensation. Mr. Gerhart resigned August 9, 2019. Mr. Gerhart’s 2019 equity awards were forfeited on his resignation date.


⁽⁵⁾	Messrs. Bookout and Nicholson devoted substantially all of their overall working time to our business. Therefore, the amounts disclosed for 2019 are reported in full, without any proration. Mr. Bookout resigned June 28, 2019 and Mr. Nicholson resigned August 9, 2019. Messrs. Bookout and Nicholson’s 2019 equity awards were forfeited on their resignation dates.


⁽⁶⁾	For 2019 and 2018, Mr. Beaudry devoted approximately 50% of his overall working time to our business, and the amounts reported for 2019 and 2018, other than with respect to any amount associated with equity awards under our LTIP, are prorated to reflect this. Mr. Beaudry resigned effective April 5, 2019. Mr. Beaudry’s 2019 equity awards were forfeited on his resignation date.

⁽⁷⁾

The amounts in this column reflect the aggregate grant date fair value of phantom units and restricted stock awarded under the 2017 Plan and of restricted units awarded under our LTIP, each of which were computed in accordance with FASB ASC Topic 718. For more information regarding the restricted units, see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2019 included herein. For more information

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regarding the restricted stock and phantom units, see Noble’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).


⁽⁸⁾	The amounts in this column reflect the aggregate grant date fair value of non-qualified stock options granted under Noble’s 2017 Plan computed in accordance with FASB ASC Topic 718. For more information regarding the stock options, see Noble’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).


⁽⁹⁾	Reflects payments under the STIP based on the achievement of certain performance goals during the applicable fiscal year. The STIP awards for 2019 will be paid in March of 2020.


⁽¹⁰⁾	All other compensation for 2019 includes the following payments and benefits:



Name	401(k) Matching Contributions ($)	401(k) Retirement Savings Contributions ($)	Deferred Compensation Plan Registrant Contributions ($)(a)	Accrued Dividends ($)	Total All Other Compensation ($)
Brent J. Smolik	4,200	5,050	23,503	21,718	54,471
Thomas W. Christensen	13,282	18,150	—	28,002	59,434
Aaron G. Carlson	8,400	10,100	22,343	3,126	43,969
Phillip S. Welborn	6,355	4,236	—	—	10,591
Terry R. Gerhart	10,080	12,330	17,965	—	40,375
John F. Bookout, IV	8,014	—	—	—	8,014
John C. Nicholson	11,127	—	—	—	11,127
Harry R. Beaudry	3,473	—	—	—	3,473

(a)The following amounts were credited to the following Named Executive Officer’s accounts under the Noble 2005 Deferred Compensation Plan:



	Year	Matching Contribution ($)	Transition Contribution ($)	Retirement Savings Contribution ($)	Total Deferred Compensation Plan Registrant Contributions ($)
Brent J. Smolik	2019	7,050	—	16,453	23,503
Aaron G. Carlson	2019	8,400	6,788	7,155	22,343
Terry R. Gerhart	2019	10,080	—	7,885	17,965

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Grants of Plan-Based Awards

The table below sets forth information regarding grants of plan-based awards made to our Named Executive Officers during 2019. Except for the restricted units granted under our LTIP, the number of securities and dollar amounts set forth on the table below reflect an allocation based on the percentage of each Named Executive Officer’s overall working time that was devoted to our business during 2019, as described above under “Compensation Discussion and Analysis—Named Executive Officers.”



Name	Approval Date (1)	Grant Date (1)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)			Estimated Future Payouts Under Equity Incentive Plan Awards (3)			All Other Stock Awards: Number of Shares or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(10)
Name	Approval Date (1)	Grant Date (1)	Threshold ($)	Target ($)	Max ($)	Threshold (#)	Target (#)	Max (#)	All Other Stock Awards: Number of Shares or Units (#)				Exercise or Base Price of Option Awards ($/Sh)
Brent J. Smolik	1/28/2019	2/1/2019	—	206,250	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	11,445	22,890	45,779	—		—		—	618,017
	1/28/2019	2/1/2019	—	—	—	—	—	—	11,445	(4)	—		—	256,248
	1/28/2019	2/1/2019	—	—	—	—	—	—	4,578	(5)	—		—	102,496
	1/28/2019	2/1/2019	—	—	—	—	—	—	—		20,310	(9)	22.39	153,749
Thomas W. Christensen	1/28/2019	2/1/2019	—	87,500	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,856	(4)	—		—	41,556
	1/28/2019	2/1/2019	—	—	—	—	—	—	795	(5)	—		—	17,800
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,855	(6)	—		—	59,360
	1/28/2019	2/1/2019	—	—	—	—	—	—	3,781	(7)	—		—	120,992
	8/2/2019	8/5/2019	—	—	—	—	—	—	3,636	(8)	—		—	99,990
Aaron G. Carlson	1/28/2019	2/1/2019	—	72,383	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	1,319	2,638	5,275	—		—		—	71,213
	1/28/2019	2/1/2019	—	—	—	—	—	—	4,396	(4)	—		—	98,426
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,759	(5)	—		—	39,373
Philip S. Welborn	1/28/2019	2/1/2019	—	57,000	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	—	—	—	581	(4)	—		—	13,009
	1/28/2019	2/1/2019	—	—	—	—	—	—	249	(5)	—		—	5,575
	1/28/2019	2/1/2019	—	—	—	—	—	—	581	(6)	—		—	18,592
Terry R. Gerhart	1/28/2019	2/1/2019	—	161,850	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	3,685	7,369	14,738	—		—		—	198,968
	1/28/2019	2/1/2019	—	—	—	—	—	—	3,685	(4)	—		—	82,498
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,474	(5)	—		—	32,994
	1/28/2019	2/1/2019	—	—	—	—	—	—	17,187	(6)	—		—	549,984
	1/28/2019	2/1/2019	—	—	—	—	—	—	—		6,539	(9)	22.39	49,499
John F. Bookout, IV	1/28/2019	2/1/2019	—	88,886	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	—	—	—	2,733	(4)	—		—	61,192
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,171	(5)	—		—	26,219
	1/28/2019	2/1/2019	—	—	—	—	—	—	2,732	(6)	—		—	87,424
	1/28/2019	2/1/2019	—	—	—	—	—	—	5,606	(7)	—		—	179,392
John C. Nicholson	1/28/2019	2/1/2019	—	87,840	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	—	—	—	2,733	(4)	—		—	61,192
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,171	(5)	—		—	26,219
	1/28/2019	2/1/2019	—	—	—	—	—	—	2,732	(6)	—		—	87,424
	1/28/2019	2/1/2019	—	—	—	—	—	—	5,606	(7)	—		—	179,392
Harry R. Beaudry	1/28/2019	2/1/2019	—	49,569	—	—	—	—	—		—		—	—
	1/28/2019	2/1/2019	—	—	—	—	—	—	1,508	(4)	—		—	33,764
	1/28/2019	2/1/2019	—	—	—	—	—	—	646	(5)	—		—	14,464
	1/28/2019	2/1/2019	—	—	—	—	—	—	3,015	(6)	—		—	96,480


⁽¹⁾	All grants were approved by our board or by Noble (or its board of directors or compensation committee), as applicable, on the approval date set forth above, but such grants became effective and were valued on the grant date set forth above.


⁽²⁾	The amounts in this column represent the target payouts under Noble’s STIP. There are no threshold or maximum amounts under the STIP. Actual payouts under the STIP were determined based on Noble’s achievement against specified performance measures. For more information, see the section entitled “Compensation Discussion and Analysis—Short-Term Incentive Plan” above.

⁽³⁾

The amounts in these columns represent the threshold, target and maximum number of shares that may be issued in settlement of performance awards granted under the 2017 Plan. The performance awards will vest February 1, 2022 if the specified performance goals are satisfied, subject to the applicable Named Executive Officer’s continued employment through such vesting date. These performance shares held by Mr. Gerhart were forfeited in connection with his resignation in 2019.

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⁽⁴⁾

Represents the shares of restricted stock awarded under the 2017 Plan. The restricted shares will vest according to the following schedule: 40% on the first and second anniversaries of the date of grant and 20% on the third anniversary of the date of grant. Dividends declared on shares of restricted stock are accrued during the three-year restricted period and will be paid upon vesting of restricted shares. The restricted shares held by Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry were forfeited in connection with their resignations in 2019.

⁽⁵⁾

Represents phantom units awarded under the 2017 Plan. Phantom units are the economic equivalent of one share of Noble stock. The award will vest 100% on the third anniversary date of the grant and will settle in cash, subject to the applicable Named Executive Officer’s continued employment through such vesting date. Dividends declared on shares underlying the phantom units are accrued during the three-year restricted period and will be paid upon vesting of the phantom units. These phantom units held by Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry were forfeited in connection with their resignations in 2019.

⁽⁶⁾

These grants of restricted units under our LTIP became vested as to 20% on February 1, 2020 and will become vested as to 30% on February 1, 2021 and 50% on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through each vesting date. These restricted units held by Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry were forfeited in connection with their resignations in 2019.


⁽⁷⁾	These grants of restricted units under our LTIP will become vested on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through such vesting date. These restricted units held by Messrs. Bookout and Nicholson were forfeited in connection with their resignations in 2019.


⁽⁸⁾	These grants of restricted units under our LTIP will become vested on August 5, 2022, subject to Mr. Christensen’s continued employment through such vesting date.

⁽⁹⁾

These non-qualified stock options granted under the 2017 Plan became exercisable as to 1/3 of the shares of Noble stock underlying each option on February 1, 2020 and will become exercisable as to 1/3 of the shares on each of February 1, 2021, and February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through each vesting date. These options held by Mr. Gerhart were forfeited in connection with his resignation in 2019.

⁽¹⁰⁾

Reflects the aggregate grant date fair value of (i) phantom units, restricted stock and non-qualified stock options granted under Noble’s 2017 Plan and (ii) restricted units granted under our LTIP, in each case computed in accordance with FASB ASC Topic 718. For more information regarding the restricted units granted under our LTIP, see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2019. For more information regarding the phantom units, restricted stock and stock options granted under the 2017 Plan, see Noble’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth information regarding stock options, restricted stock, performance share awards, phantom units and restricted units held by our Named Executive Officers as of December 31, 2019. Except for the restricted units granted under our LTIP, the number of securities set forth on the table below reflect an allocation based on the percentage of each Named Executive Officer’s overall working time that was devoted to our business during 2019, as described above under “Compensation Discussion and Analysis—Named Executive Officers.”

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	Option Awards (1)					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock Held That Have Not Vested (#)		Market Value of Shares or Units of Stock Held That Have Not Vested ($)(20)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(20)
Brent J. Smolik	9,758	19,516	(2)	25.17	11/16/2028	34,764	(5)	863,525	45,779	(18)	1,137,150
	—	20,310	(3)	22.39	2/1/2029	11,445	(6)	284,288	—		—
	—	—		—		4,578	(7)	113,711	—		—
Thomas W. Christensen	1,775	—		31.65	2/1/2026	259	(8)	6,434	—		—
	1,027	514	(4)	39.46	2/1/2027	464	(9)	12,324	—		—
	—	—		—	—	1,940	(10)	51,526	—		—
	—	—		—	—	1,106	(11)	27,473	—		—
	—	—		—	—	602	(12)	15,989	—		—
	—	—		—	—	1,856	(6)	46,103	—		—
	—	—		—	—	3,781	(13)	100,423	—		—
	—	—		—	—	1,855	(14)	49,269	—		—
	—	—		—	—	3,636	(15)	96,572	—		—
	—	—		—	—	795	(7)	19,748	—		—
Aaron G. Carlson	1,977	—		37.55	2/1/2020	887	(8)	22,021	5,867	(19)	145,736
	1,980	—		45.20	2/1/2021	1,369	(17)	34,006	5,275	(18)	131,031
	2,479	—		50.91	2/1/2022	4,396	(6)	109,197	—		—
	3,158	—		54.60	2/1/2023	1,759	(8)	43,694	—		—
	1,711	—		62.33	1/31/2024	—		—	—		—
	2,464	—		47.74	1/30/2025	—		—	—		—
	2,363	—		31.65	2/1/2026	—		—	—		—
	1,172	587	(4)	39.46	2/1/2027	—		—	—		—
	866	1,731	(16)	30.89	2/1/2028	—		—	—		—
Phillip S. Welborn	446	—		54.60	7/3/2020	—		—	—		—
	292	—		62.33	7/3/2020	—		—	—		—
	323	—		47.74	7/3/2020	—		—	—		—
	587	—		31.65	7/3/2020	—		—	—		—
	251	—		39.46	7/3/2020	—		—	—		—
Terry R. Gerhart	9,396	—		37.55	2/1/2020	—		—	—		—
	7,548	—		45.20	2/1/2021	—		—	—		—
	9,724	—		50.91	2/1/2022	—		—	—		—
	1,508	—		50.91	2/1/2022	—		—	—		—
	8,161	—		54.60	2/1/2023	—		—	—		—
	697	—		56.52	4/29/2023	—		—	—		—
	6,498	—		62.33	1/31/2024	—		—	—		—
	8,152	—		47.74	8/9/2024	—		—	—		—
	13,168	—		31.65	8/9/2024	—		—	—		—
	7,038	—		39.46	8/9/2024	—		—	—		—
	1,432	—		30.89	8/9/2024	—		—	—		—
John F. Bookout, IV	936	—		47.74	6/28/2020	—		—	—		—
	1,065	—		31.65	6/28/2020	—		—	—		—
	1,028	—		39.46	6/28/2020	—		—	—		—
John C. Nicholson	305	—		50.91	8/9/2020	—		—	—		—
	226	—		50.91	8/9/2020	—		—	—		—
	886	—		54.60	8/9/2020	—		—	—		—
	1,205	—		62.33	8/9/2020	—		—	—		—
	1,619	—		47.74	8/9/2020	—		—	—		—
	733	—		31.65	8/9/2020	—		—	—		—
	1,468	—		39.46	8/9/2020	—		—	—		—
Harry R. Beaudry	1,008	—		32.85	4/5/2020	—		—	—		—


⁽¹⁾	The option awards in these columns are options to purchase shares of Noble stock granted under the 1992 Plan or 2017 Plan.


⁽²⁾	50% of stock options vest November 16, 2020 and 50% of stock options vest November 16, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽³⁾	33 1/3% of stock options vested February 1, 2020; 33 1/3% of stock options vest February 1, 2021; and 33 1/3% of stock options vest February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽⁴⁾	These options became exercisable on February 1, 2020.

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⁽⁵⁾	100% of these restricted shares of Noble granted under the 2017 Plan will vest on November 16, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽⁶⁾	40% of these restricted shares of Noble granted under the 2017 Plan vested February 1, 2020; 40% of these restricted shares will vest on February 1, 2021; and the remainder will vest on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽⁷⁾	100% of these phantom units granted under the 2017 Plan will vest on February 1, 2022 and will be settled in cash, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽⁸⁾	These restricted shares of Noble stock vested on February 1, 2020.


⁽⁹⁾	These restricted units granted under our LTIP vested on February 1, 2020.


⁽¹⁰⁾	100% of these restricted units granted under our LTIP will vest on May 4, 2020, subject to the applicable Named Executive Officer's continued employment through the vesting date.


⁽¹¹⁾	37% of these restricted shares of Noble granted under the 2017 Plan vested February 1, 2020 and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer's continued employment through the vesting date.


⁽¹²⁾	37% of these restricted units granted under our LTIP vested February 1, 2020 and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽¹³⁾	100% of these restricted units granted under our LTIP will vest on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽¹⁴⁾	20% of these restricted units granted under our LTIP vested February 1, 2020; 30% of these restricted units will vest on February 1, 2021; and the remainder will vest on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽¹⁵⁾	100% of these restricted units granted under our LTIP will vest on August 5, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.


⁽¹⁶⁾	50% of these options became exercisable on February 1, 2020 and the remaining 50% will become exercisable on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.


⁽¹⁷⁾	50% of these restricted shares of Noble granted under the 2017 Plan vested February 1, 2020 and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.

⁽¹⁸⁾

These shares of performance-based Noble restricted stock granted under the 2017 Plan will vest on February 1, 2022, subject to achievement of total stockholder return levels relative to a pre-determined industry peer group. Because performance as of December 31, 2019 was trending at maximum, these shares reflect the number of shares that would be earned based on maximum achievement of the applicable performance metrics. The actual number of shares that vest at the end of the performance period may differ substantially from the number of shares reported herein.

⁽¹⁹⁾

These shares of performance-based Noble restricted stock granted under the 2017 Plan will vest on February 1, 2021, subject to achievement of total stockholder return levels relative to a pre-determined industry peer group. Because performance as of December 31, 2019 was trending at target, these shares reflect the number of shares that would be earned based on maximum achievement of the applicable performance metrics. The actual number of shares that vest at the end of the performance period may differ substantially from the number of shares reported herein.


⁽²⁰⁾	Amounts reported in these columns are calculated based on $26.56, the closing price of our common units on December 31, 2019, or $24.84, the closing price of Noble stock on December 31, 2019, as applicable.

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Option Exercises and Stock Vested

The table below sets forth information regarding the vesting of restricted stock and restricted unit awards during fiscal year 2019. No stock options were exercised by the Named Executive Officers during fiscal year 2019. Except for restricted units under our LTIP that vested during 2019, the number of securities set forth on the table below reflect an allocation based on the percentage of each Named Executive Officer’s overall working time that was devoted to our business during 2019, as described above under “Compensation Discussion and Analysis—Named Executive Officers.”



	Stock Awards			Unit Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(4)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(5)
Brent J. Smolik	—		—	—		—
Thomas W. Christensen	432	(1)	9,672	429	(2)	13,728
Aaron G. Carlson	2,433	(1)	54,475	—		—
Phillip S. Welborn	141	(1)	3,157	124	(2)	3,968
Terry R. Gerhart	3,304	(1)	73,977	2,715	(2)	86,880
John F. Bookout, IV	693	(1)	15,516	571	(2)	18,272
John C. Nicholson	765	(1)	17,128	694	(2)	22,208
Harry R. Beaudry	1,966	(3)	46,084	—		—


⁽¹⁾	These amounts represent restricted stock awards granted on February 1, 2017 and February 1, 2018 under the 2017 Plan, which vested on February 1, 2019.


⁽²⁾	These amounts represent restricted unit awards granted on February 1, 2017 and February 1, 2018 under our LTIP, which vested on February 1, 2019.


⁽³⁾	This amount represents restricted stock awards granted on March 27, 2017 and February 1, 2018 under the 2017 Plan, which vested on February 1, 2019 and March 27, 2019, respectively.

⁽⁴⁾

The value realized on the vesting of the restricted stock awards was calculated as the number of shares that vested (including Noble shares withheld for tax withholding purposes) multiplied by the closing price of Noble common stock on the applicable vesting date. Dividends that accrued on shares of restricted stock that vested were paid in 2019 as follows: Mr. Christensen - $248; Mr. Carlson - $1,472; Mr. Welborn- $76; Mr. Gerhart - $1,987; Mr. Bookout - $360; Mr. Nicholson - $418 and Mr. Beaudry - $1,220.

⁽⁵⁾

The value realized on the vesting of the restricted unit awards was calculated as the number of units that vested (including NBLX units withheld for tax withholding purposes) multiplied by the closing price of NBLX common unit on the applicable vesting date. Distributions that accrued on restricted units that vested were paid in 2019 as follows: Mr. Christensen - $1,388; Mr. Welborn - $379; Mr. Gerhart - $7,360; Mr. Bookout - $1,686; and Mr. Nicholson - $2,152.

Pension Benefits

Our Named Executive Officers do not participate in a defined benefit pension plan.

Nonqualified Deferred Compensation

The following table sets forth certain information with respect to contributions made to the Noble 2005 Deferred Compensation Plan by our Named Executive Officers during fiscal year 2019. The amounts set forth in the table below reflect an allocation based on the percentage of each Named Executive Officer’s overall working time that was devoted to our business during 2019, as described above under “Compensation Discussion and Analysis-Named Executive Officers.”



Name	Executive Contributions in Last Fiscal Year ($) (1)	Noble Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($) (4)	Aggregate Withdrawals/Distributions in Last Fiscal Year ($)	Aggregate Balance at Last Fiscal Yearend ($) (5)
Brent J. Smolik	7,500	23,503	(2)	660	—	31,663
Aaron G. Carlson	—	13,943	(3)	38,948	—	221,666
Terry R. Gerhart	1,889	7,885	(2)	45,648	—	1,366,094

⁽¹⁾ Mr. Smolik deferred 4% ($7,500) of base salary in 2019. Mr. Gerhart deferred 1% ($1,889) of base salary in 2019.

⁽²⁾ Represents matching contributions and retirement savings contributions that could not be made to Noble's 401(k) Plan as a result of Code limitations.

⁽³⁾ Represents retirement savings contributions that could not be made to Noble's 401(k) Plan as a result of Code limitations.

⁽⁴⁾ Earnings are credited in accordance with the Named Executive Officer's investment direction.

⁽⁵⁾ All Named Executive Officers are 100% vested in these balances, except for Mr. Smolik who will be vested on November 16, 2021.

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Noble's matching contributions, retirement savings contributions and transition contributions credited to the Noble 2005 Deferred Compensation Plan accounts of our Named Executive Officers are reflected in the “All Other Compensation” column of the Summary Compensation Table above.

Potential Payments Upon Termination or a Change of Control

Noble 2016 Severance Benefit Plan

Pursuant to the terms of the Severance Plan, upon a termination of a Named Executive Officer’s employment by Noble without “cause” as a result of a “designated reduction in force,” such Named Executive Officer will receive the following benefits: (i) a lump sum cash amount equal to such Named Executive Officer’s weekly base pay multiplied by the greater of 12 or the lesser of 52 or two times the number of such Named Executive Officer’s years of service, (ii) a lump sum cash amount equal to a pro-rata portion of such Named Executive Officer’s target bonus, (iii) continued medical, dental and vision benefits for a period of six months at a cost to such Named Executive Officer equal to the premium paid by similarly situated active employees, and (iv) coverage under the employee assistance program for 12 weeks.

As used in the Severance Plan:


•	A “designated reduction in force” generally means (a) the elimination of such Named Executive Officer’s job or position, (b) the permanent closing, restructuring, downsizing or reorganization of a business unit, or (c) certain corporate transactions to the extent such events are expressly designated as a designated reduction in force.


•	“Cause” generally means (a) misconduct or neglect, (b) engaging in conduct detrimental to Noble, (c) a failure to devote full-time, loyalty, best efforts, and ability to the performance of an individual’s job duties, (d) failure to perform job duties, and (e) conviction of a felony or other criminal offense.

Noble 2016 Change of Control Severance Plan

Pursuant to the terms of the COC Plan, upon the termination of a Named Executive Officer’s employment (i) by Noble within two years after a “change of control” of Noble, (ii) a resignation by such Named Executive Officer within two years after a change of control of Noble as a result of a material reduction in such Named Executive Officer’s base pay or target bonus opportunity, (iii) a resignation by such Named Executive Officer within two years after a change of control of Noble as a result of a significant reduction in the employee benefits and perquisites provided to such Named Executive Officer, or (iv) a resignation by such Named Executive Officer within one year after a change of control of Noble as a result of a relocation of such Named Executive Officer’s principal place of employment by more than 50 miles, such Named Executive Officer would receive the following benefits: (a) a lump sum severance payment equal to the greater of three weeks of base pay for every year of service or two weeks base pay for every $10,000 of base salary, (b) a lump sum severance payment equal to the greater of a pro-rata portion of such Named Executive Officer’s target bonus or a pro-rata average of the bonuses actually received by the Named Executive Officer for the three years immediately preceding the year in which the change of control occurs, and (c) continued medical, dental and vision benefits for a period of six months at a cost to the Named Executive Officer equal to the premium paid by similarly situated active employees.

As used in the COC Plan, “change of control” generally means (a) the incumbent board members cease to constitute at least 51% of the board of directors of Noble, (b) a reorganization, merger or consolidation after which the pre-transaction stockholders do not own voting securities representing at least 51% of the combined voting power of the reorganized, merged or consolidated company, (c) liquidation or dissolution of Noble or sale of all or substantially all of the stock or assets of Noble, or (d) any person becomes the beneficial owner of 25% or more of the outstanding Noble common stock or the voting securities of Noble.

STIP

Pursuant to the terms of the STIP, upon a termination of employment prior to the date the STIP is paid, all rights to such payment are forfeited; however, upon a termination of employment as a result of a Named Executive Officer’s death prior to the date the STIP is paid, a target amount of the STIP will be paid.

NBLX Restricted Units

Under each Named Executive Officer’s time-based restricted unit award agreements, if the Named Executive Officer’s employment is terminated (i) as a result of the Named Executive Officer’s death or “disability” or (ii) without “cause” following a “change of control” of us, all unvested restricted units held by the Named Executive Officer will become vested as of the date of such termination. If the Named Executive Officer’s employment is terminated for any other reason, all unvested restricted units held by the Named Executive Officer will be forfeited as of the date of such termination.

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As used in the restricted unit award agreements and the LTIP:


•	“Cause” generally means dishonesty, theft, embezzlement from us, willful violation of our rules pertaining to the conduct of employees, a willful felonious act, or the violation of any non-compete, non-solicitation or other confidentiality agreement with Noble, our General Partner or their affiliates.

•

“Change of control” generally means (a) any person or group acquires 50% or more of the combined voting power of us or our General Partner, (b) liquidation of us, (c) sale by us or our General Partner of all of our or the General Partner’s assets, other than any sale to us, the General Partner, or an affiliate thereof, or (d) transaction resulting in a person other than our General Partner or an affiliate thereof being the sole General Partner of us.


•	“Disability” generally means a physical or mental condition of a participant that would entitled him or her to payment of disability income payments under our, our General Partner’s or one of our affiliate’s long-term disability insurance policies or plans. If no such plan exists, then “disability” has the meaning set forth in Section 22(e)(3) of the Code.

Noble Restricted Stock and Stock Options

Under the terms of the 1992 Plan and the 2017 Plan, if a Named Executive Officer’s employment is terminated as a result of such Named Executive Officer’s death or “disability,” all restricted stock and phantom units will immediately vest. Further, upon a termination of a Named Executive Officer’s employment by Noble without “cause” or by the Named Executive Officer for “good reason,” in each case within 24-months following a change of control of Noble, all restricted stock and phantom units will immediately vest. If a Named Executive Officer’s employment is terminated for any other reason, all shares of restricted stock and phantom units will be immediately forfeited.

Under the terms of the 1992 Plan and the 2017 Plan, if a Named Executive Officer’s employment is terminated for cause, all options, whether or not exercisable, will immediately terminate. If a Named Executive Officer’s employment is terminated a result of such Named Executive Officer’s “retirement,” each exercisable option will remain exercisable through the earlier of the fifth anniversary of such retirement or the expiration of the option, and any unexercisable options will terminate on the date of such Named Executive Officer’s retirement. If a Named Executive Officer’s employment is terminated as a result of such Named Executive Officer’s death or disability, all options, whether or not exercisable, will become exercisable and remain exercisable through the earlier of the fifth anniversary of such death or disability or the expiration of the option. Further, upon a termination of a Named Executive Officer’s employment by Noble without cause or by the Named Executive Officer for good reason, in each case within 24-months following a change of control of Noble, all options will immediately become exercisable. Upon the termination of a Named Executive Officer’s employment for any other reason, exercisable options will remain exercisable through the earlier of the first anniversary of such termination or the expiration of the option.

As used in the 1992 Plan and 2017 Plan:

•

“Cause” generally means (a) conviction of a felony or misdemeanor involving moral turpitude, (b) conduct involving a material misuse of funds or other property of Noble, (c) engagement in business activities which are in conflict with the business interests of Noble, (d) gross negligence or willful misconduct, (e) conduct that violates Noble’s safety rules or standards, or (f) material violation of Noble’s code of conduct.


•	“Change of control” generally has the same meaning provided to such term in the COC Plan.

•

“Disability” generally means a physical or mental condition of a participant that would entitled him or her to payment of disability income payments under Noble’s long-term disability insurance policies or plans. If no such plan exists, then “disability” means a medically determinable physical or mental impairment that prevents the participant from performing his or her duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than 12 months.


•	“Good reason” generally means a (a) material reduction in base compensation, (b) material change in the location of employment, (c) material reduction in authority, duties or responsibilities of the participant or the participant’s direct supervisor, or (d) material reduction in the budget over which the participant retains authority.


•	“Retirement” generally means a termination of employment occurring after the participant attains at least 55 years of age and completes at least five years of credited service.

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Noble 2005 Deferred Compensation Plan

Under the Noble 2005 Deferred Compensation Plan, if a Named Executive Officer is unvested in any portion of Noble’s contributions, such unvested amounts will accelerate upon such Named Executive Officer’s death, disability or involuntary termination or upon a change in control.

As used in the 2005 Deferred Compensation Plan:

•


•	“Permanent Disability” means the total and permanent incapacity of a Participant to perform the usual duties of his or her employment with an Employer or Affiliated Company as determined by the Committee. Such incapacity shall be deemed to exist when certified by a physician acceptable to the Committee.


•	“Good reason” generally means a (a) material reduction in base compensation or bonus, (b) material change in the location of employment, or (c) material reduction in employee benefits or material increase in employee benefit costs.


•	“Retirement” generally means a termination of employment occurring after the participant attains at least 55 years of age and completes at least five years of credited service or after the participant attains age 65.

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The table below sets forth the value of benefits that would be received by each Named Executive Officer upon each applicable termination scenario, assuming such termination occurred on December 31, 2019.



Name	Type of Payment or Benefit	Death ($)	Disability ($)	Termination Without Cause ($) (9)	Termination without Cause following a Change of Control of NBLX ($)	Termination without Cause or Resignation for Good Reason following a Change of Control of Noble ($)
Brent J. Smolik	Cash Severance	—	—	998,077	—	4,025,100
	STIP Payments (1)	825,000	—	—	—	825,000
	NBLX Restricted Units (2)	—	—	—	—	—
	Noble Restricted Stock (3)	4,678,122	4,678,122	463,451	—	4,678,122
	Noble Restricted Stock Units (4)	463,451	463,451	—	—	463,451
	Noble Performance Share Award (5)	2,317,333	2,317,333	—	—	4,634,667
	Noble Stock Options (6)	199,040	199,040	66,346	—	199,040
	Continued Medical Benefits (7)	—	—	8,294	—	41,469
	Life Insurance (8)	1,000,000	—	—	—	—
	Retirement Benefits	94,013	94,013	94,013	—	94,013
	Total	9,576,959	7,751,959	1,630,181	—	14,960,862
Thomas W. Christensen	Cash Severance	—	—	145,192	—	240,385
	STIP Payments (1)	87,500	—	—	—	87,500
	NBLX Restricted Units (2)	362,267	362,267	96,103	362,267	362,267
	Noble Restricted Stock (3)	82,214	82,214	29,196	—	82,214
	Noble Restricted Stock Units (4)	20,122	20,122	—	—	20,122
	Noble Performance Share Award (5)	—	—	—	—	—
	Noble Stock Options (6)	—	—	—	—	—
	Continued Medical Benefits (7)	—	—	11,388	—	11,388
	Life Insurance (8)	500,000	—	—	—	—
	Retention Bonus (10)	—	—	—	250,000	—
	Total	1,052,103	464,603	281,879	612,267	803,876
Aaron G. Carlson	Cash Severance	—	—	351,395	—	482,550
	STIP Payments (1)	144,765	—	—	—	144,765
	NBLX Restricted Units (2)	—	—	—	—	—
	Noble Restricted Stock (3)	339,347	339,347	170,574	—	339,347
	Noble Restricted Stock Units (4)	89,015	89,015	—	—	89,015
	Noble Performance Share Award (5)	284,526	284,526	—	—	415,557
	Noble Stock Options (6)	—	—	—	—	—
	Continued Medical Benefits (7)	—	—	13,029	—	13,029
	Life Insurance (8)	644,000	—	—	—	—
	Total	1,501,653	712,888	534,998	—	1,484,263
Phillip S. Welborn	Cash Severance	—	—	124,962	—	138,846
	STIP Payments (1)	57,000	—	—	—	57,000
	NBLX Restricted Units (2)	—	—	—	—	—
	Noble Restricted Stock (3)	—	—	—	—	—
	Noble Restricted Stock Units (4)	—	—	—	—	—
	Noble Performance Share Award (5)	—	—	—	—	—
	Noble Stock Options (6)	—	—	—	—	—
	Continued Medical Benefits (7)	—	—	11,388	—	11,388
	Life Insurance (8)	380,000	—	—	—	—
	Total	437,000	—	136,350	—	207,234


⁽¹⁾	Named Executive Officers would not be entitled to a STIP payment for 2019 in the event of their termination of employment on December 31, 2019, other than in the event of a change of control or death.


⁽²⁾	Amounts reported in this row are calculated based on $26.56, the closing price of our Common Units on December 31, 2019 and includes accrued distributions.


⁽³⁾	Amounts reported in this row are calculated based on $24.84, the closing price of Noble stock on December 31, 2019 and includes accrued dividends. All unvested shares of time-based restricted stock, including accrued dividends, will vest in the event of termination of employment as a result of a change of control, death or disability.

⁽⁴⁾

Amounts reported in this row are calculated based on the difference between the applicable stock options for which exercisability would be accelerated and $24.84, the closing price of Noble stock on December 31, 2019. All unvested shares of time-based restricted stock units payable in cash, including accrued dividends, will vest in the event of termination of employment as a result of a change of control, death or disability.


⁽⁵⁾	Amounts reported in this row are calculated based on $24.84, the closing price of Noble stock on December 31, 2019 and includes accrued dividends. All unvested performance share awards, including accrued dividends, will vest at target in the event of termination

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of employment as a result of death or disability. In the event of a termination of employment as a result of a change of control, all unvested performance share awards, including accrued dividends, will vest based on the actual performance of the award where the performance period ends on the last day of the full calendar month ending on or immediately preceding the date of the termination of employment.

⁽⁶⁾

Amounts reported in this row are calculated based on the difference between the applicable stock options for which exercisability would be accelerated and $24.84, the closing price of Noble stock on December 31, 2019. Because the exercise price of the Noble stock options held by Messrs. Christensen and Carlson each exceeded $24.84, no value is associated with the acceleration of exercisability of these options.


⁽⁷⁾	Amounts reported in this row reflect the estimated cost to Noble of providing continued medical, dental and vision benefits.


⁽⁸⁾	Amounts in this row represent benefits paid pursuant to group term life insurance coverage provided by Noble equal to two times base salary, capped at $1,000,000. Noble’s group term life insurance coverage does not discriminate in scope, terms or operation, in favor of our Named Executive Officers, and it is available generally to all salaried employees.

⁽⁹⁾

The Named Executive Officers are not a party to any agreement that provides for a severance payment absent termination of employment following a change of control. However, in certain instances the Noble Severance Plan provides for a severance payment based upon years of completed service and continuation of certain health and welfare benefits. If the Named Executive Officers are entitled to a severance payment under the plan, they would receive two weeks of pay for every year of service, not to exceed 52 weeks or be less than 12 weeks, plus a prorated STIP payment based on their STIP target percentage. In addition any unvested equity awards, including accrued dividends, that would vest within twelve months of the termination of employment will vest due to the involuntary termination. They would also be able to continue certain health and welfare benefits for six months at the current active employee rates.

⁽¹⁰⁾

Mr. Christensen is a party to a cash retention award that vests upon the sale of the Partnership, so long as Mr. Christensen (i) remains employed through the date of such sale or was previously terminated without cause, (ii) satisfactorily performs his duties through the date of such sale and (iii) completes all related sale transition activities. See “Compensation Discussion and Analysis—Elements of Compensation—Cash Retention Awards” above, for a complete description of the cash retention award.

Resignations During Fiscal Year 2019

As described under “Compensation Discussion and Analysis—Named Executive Officers,” Messrs. Gerhart, Bookout, Nicholson and Beaudry resigned effective August 9, 2019, June 28, 2019, August 9, 2019 and April 5, 2019, respectively. In connection with their respective resignations, all unvested equity awards were forfeited. Additionally, all outstanding and exercisable stock options in Noble held by Messrs. Bookout, Nicholson and Beaudry will expire on the first anniversary of their respective resignation dates. All outstanding and exercisable stock options in Noble held by Mr. Gerhart will expire on the earliest to occur of (i) the expiration date of the stock option or (ii) the fifth anniversary of his resignation date, as his resignation was considered a Retirement under the 1992 Plan and 2017 Plan.

Director Compensation

The officers of our General Partner or of Noble who also serve as directors of our General Partner do not receive additional compensation for their service as members of the board of directors of our General Partner. Directors of our General Partner who are not officers of our General Partner or of Noble (non-employee directors) receive cash and equity-based compensation for their services as directors of our General Partner. Our General Partner’s non-employee director compensation program consists of the following:


•	an annual retainer of $60,000;


•	an additional annual retainer of $20,000 for each of the chair of the audit committee and the chair of the conflicts committee, as applicable; and


•	an annual equity-based award granted under the LTIP, having a value as of the grant date of approximately $120,000.

Non-employee directors also receive reimbursement for out-of-pocket expenses they incur in connection with attending meetings of the board of directors or its committees. Each director will be indemnified for his or her actions associated with being a director to the fullest extent permitted under Delaware law.

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The following table provides information regarding the compensation earned by our non-employee directors during the year ended December 31, 2019.



Name	Fees Earned or Paid in Cash ($)	Unit Awards ($) (1)	Total ($)
Hallie A. Vanderhider	80,000	120,000	200,000
Martin Salinas, Jr.	80,000	120,000	200,000
Andrew E. Viens	60,000	120,000	180,000

⁽¹⁾

Amounts reported in this column reflect the aggregate grant date fair value of the restricted units granted under our LTIP, computed in accordance with FASB ASC Topic 718. For more information, see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2019. As of December 31, 2019, each of Ms. Vanderhider and Messrs. Salinas and Viens held 3,750 unvested restricted units, which vested on February 1, 2020.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Brent J. Smolik, our Chief Executive Officer, to the median annual total compensation of other employees providing services to us. As described in Items 1. and 2. Business and Properties - Employees, all of the employees required to conduct and support our operations are employed by Noble and are subject to the operational services and secondment agreement and omnibus agreement that we entered into with Noble. Because the employees required to conduct and support our operations are employed by Noble, we are unable to calculate and provide a ratio of the median employee’s annual total compensation to the total annual compensation of Mr. Smolik.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

The following tables set forth, as of February 5, 2020, the beneficial ownership of Common Units of the Partnership and held by:


•	each unitholder known by us to beneficially hold more than 5% of our outstanding units;


•	each director of our General Partner;


•	each named executive officer of our General Partner; and


•	all of the directors and Named Executive Officers of our General Partner as a group.

In addition, our General Partner owns a non-economic General Partner interest in us.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the following tables have sole voting and sole investment power with respect to all units beneficially owned by them, subject to community property laws where applicable.



Name of Beneficial Owner	Common Units Beneficially Owned	Percentage of Common Units Beneficially Owned
Noble Energy, Inc. 1001 Noble Energy Way Houston, Texas 77070	56,447,616	62.6	%	⁽¹⁾


⁽¹⁾	Based upon its Schedule 13D/A filed with the SEC on November 22, 2019, with respect to its beneficial ownership of our Common Units, Noble Energy has sole voting and dispositive power with respect to 56,447,616 units.



Directors/Named Executive Officers	Total Common Units Beneficially Owned ⁽¹⁾	Percent of Total Outstanding
Rachel G. Clingman	—	*
Kenneth M. Fisher	15,500	*
Martin Salinas, Jr.	24,881	*
Hallie A. Vanderhider	17,881	*
Andrew E. Viens	17,348	*
Thomas Hodge Walker	500	*
Brent J. Smolik ⁽²⁾	7,500	*
Thomas W. Christensen	19,071	*
Aaron G. Carlson	4,488	*
Phillip S. Welborn	2,651	*
Terry R. Gerhart ⁽³⁾	17,419	*
John F. Bookout, IV ⁽⁴⁾	7,531	*
John C. Nicholson ⁽³⁾	3,373	*
Harry R. Beaudry ⁽³⁾	—	*
All Directors and Executive Officers as a Group (14 persons)	138,143	*


*	Less than 1%.


⁽¹⁾	None of the Common Units reported in this column are pledged as security.


⁽²⁾	Includes 2,500 units held by trust.


⁽³⁾	Values for the Common Units from the exit Form 4 filed upon Messrs. Gerhart, Nicholson and Beaudry's resignations.


⁽⁴⁾	Values for the Common Units from Company records upon Mr. Bookout's resignation.

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The following table sets forth, as of February 5, 2020, the number of shares of Noble common stock beneficially owned by each of the directors and named executive officers of our General Partner and all of the directors and named executive officers of our General Partner as a group. Amounts shown below include options that are currently exercisable or that may become exercisable within 60 days of February 5, 2020 and the shares underlying deferred stock units and the shares underlying restricted stock units that will be settled within 60 days of February 5, 2020. Unless otherwise indicated, the named person has the sole voting and dispositive powers with respect to the shares of Noble common stock set forth opposite such person’s name.



Directors/Named Executive Officers	Total Shares of Common Stock Beneficially Owned	Percent of Total Outstanding
Rachel G. Clingman	93,431	*
Kenneth M. Fisher	637,972	*
Martin Salinas, Jr.	—	*
Hallie A. Vanderhider	—	*
Andrew E. Viens	—	*
Thomas Hodge Walker	127,518	*
Brent J. Smolik	303,280	*
Thomas W. Christensen	10,753	*
Aaron G. Carlson	62,249	*
Phillip S. Welborn	3,450	*
Terry R. Gerhart ⁽¹⁾	114,153	*
John F. Bookout, IV ⁽²⁾	4,397	*
John C. Nicholson ⁽²⁾	8,763	*
Harry R. Beaudry ⁽²⁾	3,921	*
All Directors and Executive Officers as a Group (14 persons)	1,369,887	*


*	Less than 1%.

⁽¹⁾ Value for the restricted shares from the exit Form 4 filed upon Mr. Gerhart's resignation; stock option information from Company records.

⁽²⁾ Value for the restricted shares and stock option information from Company records.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Noble owns 56,447,616 Common Units which represented a 62.6% limited partner interest in us. In addition, our General Partner owns a non-economic General Partner interest in us.

Distributions and Payments to Our General Partner and Its Affiliates

The following summarizes the distributions and payments made, or to be made, by us to our General Partner and its affiliates. These distributions and payments were determined by and among affiliated entities and, consequently, are not the result of arm’s-length negotiations.

Distributions of available cash to Noble:


•	We will generally make cash distributions to our unitholders pro rata, including Noble, as holder of an aggregate 56,447,616 Common Units.

Payments to our General Partner and its affiliates:


•	Under our partnership agreement, we are required to reimburse our General Partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations.


•	Under our operational services and secondment agreement, we reimburse Noble for the secondment to our General Partner of certain employees who provide operational functions and all personnel in the operational chain of management.

•

Under our omnibus agreement, we pay to Noble a fixed fee for the cost of the general and administrative expenses that we anticipate to receive. In addition, to the extent Noble incurs direct, third-party out-of-pocket general and administrative costs for our exclusive benefit, we reimburse Noble for such amounts, and we are responsible for directly incurring certain other general and administrative expenses, such as our tax advisors who specialize in master limited partnerships, lawyers and accounting firms.

Withdrawal or removal of our General Partner:


•	If our General Partner withdraws or is removed, its non-economic General Partner interest will either be sold to the new General Partner for cash or converted into Common Units, in each case for an amount equal to the fair market value of those interests.

Upon our liquidation, the partners, including our General Partner, will be entitled to receive liquidating distributions according to their respective capital account balances.

Agreements with our Affiliates

We and other parties entered into the various agreements that effected the transactions in connection with the IPO, including the vesting of assets in, and the assumption of liabilities by, us and our subsidiaries. While not the result of arm’s-length negotiations, we believe the terms of all of our initial agreements with Noble and its affiliates are, and specifically intend the rates to be, generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. All of the transaction expenses incurred in connection with these transactions, including the expenses associated with transferring assets into our subsidiaries, were paid for with the proceeds from the IPO.

Omnibus Agreement

We entered into an omnibus agreement with Noble and our General Partner that addresses the following matters:


•	our payment of an annual general and administrative fee, initially in the amount of $6.9 million, for the provision of certain services by Noble and its affiliates. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process.


•	our right of first refusal, or ROFR, on existing Noble and future Noble acquired assets and the right to provide certain services;


•	our right of first offer, or ROFO, to acquire Noble’s retained interest in Gunnison River DevCo LP; and


•	an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.

If Noble ceases to control our General Partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. The ROFR and ROFO contained

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in our omnibus agreement will terminate on the earlier of 15 years from the closing of the IPO, the date that Noble no longer controls our General Partner and on the written agreement of all parties.

Payment of general and administrative support fee and reimbursement of expenses. We pay Noble a flat fee, initially in the amount of $6.9 million per year (payable in equal monthly installments), for the provision of certain general and administrative services for our benefit.

Once per year, Noble will submit a good faith estimate of the general and administrative services fee based on the services that Noble anticipates providing to us during the following year. The Board of our General Partner will have the opportunity to review the proposed general and administrative fee for the upcoming year and submit disputes to Noble; provided, however, that the fee was not to be increased from the initial $6.9 million per year for the first three years following the closing of the IPO. If Noble and the board of directors of our General Partner are unable to agree on the amount of the general and administrative fee for any year, Noble and the Partnership will submit their calculations of the fee to an independent auditing firm for review. The determination of the independent auditing firm will be final and binding on Noble and the Partnership with respect to all items included in the general and administrative fee. The cap on the initial rate expired on September 2019 and we have commenced the annual redetermination process.

Under the omnibus agreement, we will also reimburse Noble for all direct, third-party out-of-pocket costs incurred by Noble in providing these services for our exclusive benefit. This reimbursement will be in addition to our reimbursement of our General Partner and its affiliates for certain costs and expenses incurred on our behalf for managing and controlling our business and operations as required by our partnership agreement.

Rights of First Refusal (“ROFR”). Under the omnibus agreement, Noble has granted us a ROFR on the right to provide midstream services on certain acreage described below and on the right to acquire certain midstream assets. The following table provides a summary of the ROFR assets and ROFR services granted to us by Noble as well as the net acreage covered by our ROFR, to the extent known as of December 31, 2019, granted to us by Noble.



Areas Served	NBLX ROFR Service	Current Status of Asset	ROFR Net Acreage
Eagle Ford Shale	Crude Oil Gathering Natural Gas Gathering Water Services	Operational	35,000
DJ Basin (other than already dedicated)	To the extent not already dedicated: Crude Oil Gathering Natural Gas Gathering Water Services	N/A	37,000
Delaware Basin	Natural Gas Gathering Fresh Water Services	In Progress	92,000
Powder River and Green River Basins	Crude Oil Gathering Natural Gas Gathering Natural Gas Processing Water Services	N/A	181,000
All future-acquired onshore acreage in the United States (outside of the Marcellus Shale)	Crude Oil Gathering Natural Gas Gathering Natural Gas Processing Water Services	N/A	N/A

The consummation and timing of any acquisition by us of the assets or any provision of midstream services subject to the ROFR will depend upon, among other things, Noble’s decision to sell any of the assets subject to the ROFR or Noble’s decision to obtain midstream services in the acreage or areas subject to the ROFR and our ability to reach an agreement with Noble on price and other terms. Accordingly, we can provide no assurance whether, when or on what terms we will be able to successfully consummate any future acquisitions or expansions of our services pursuant to our ROFR.

Rights of First Offer (“ROFO”). Under the omnibus agreement, Noble has granted us a ROFO with respect to its retained interest in Gunnison River DevCo LP. Pursuant to our ROFO, before Noble can offer its retained interest in Gunnison River DevCo to any third party, Noble must allow us to make an offer to purchase the interest. We are under no obligation to purchase Noble’s retained interest, and Noble is only under an obligation to permit us to make an offer on the interest to the extent that Noble elects to sell these midstream assets to a third party.

Indemnification. Under the omnibus agreement, Noble will indemnify us, subject to certain deductibles, for all known and certain unknown environmental liabilities that are associated with the ownership or operation of our assets and due to

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occurrences before the closing of the IPO. Noble will also indemnify us for failure to obtain certain consents, licenses and permits necessary to conduct our business, including the cost of curing any such condition, in each case that are identified prior to the third anniversary of the closing of the IPO, and will be subject to an aggregate deductible of $500,000 before we are entitled to indemnification.

Noble will also indemnify us for liabilities relating to:


•	the consummation of the transactions contemplated by our contribution agreements or the assets contributed to us, other than environmental liabilities, that arise out of the ownership or operation of the assets prior to the closing of the IPO;


•	events and conditions associated with any assets retained by Noble;


•	litigation matters attributable to the ownership or operation of the Contributed Assets prior to the closing of the IPO, which will be subject to an aggregate deductible of $500,000 before we are entitled to indemnification (other than currently pending legal actions, which are not subject to a deductible);


•	the failure to have any consent, license, permit or approval necessary for us to own or operate the Contributed Assets in substantially the same manner as owned or operated by Noble prior to the IPO; and


•	all tax liabilities attributable to the assets contributed to us arising prior to the closing of the IPO or otherwise related to Noble’s contribution of those assets to us in connection with the IPO.

We have agreed to indemnify Noble for events and conditions associated with the ownership or operation of our assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us as described above. There is no limit on the amount for which we will indemnify Noble under the omnibus agreement.

Operational Services and Secondment Agreement

We and our General Partner also entered into an operational services and secondment agreement with Noble setting forth the operational services arrangements described below. Noble seconds certain of its operational, construction, design and management employees and contractors to our General Partner, the Partnership and the Partnership’s subsidiaries (collectively the “Partnership Parties”) to provide management, maintenance and operational functions with respect to our assets. During their period of secondment, the seconded personnel will be under the direct management and supervision of the Partnership Parties.

The Partnership Parties will reimburse Noble for the cost of the seconded employees and contractors, including their wages and benefits. If a seconded employee or contractor does not devote 100% of his or her time to providing services to the Partnership Parties, then we will reimburse Noble for only a prorated portion of such employee’s overall wages and benefits, and the costs associated with contractors based on the percentage of the employee’s or contractor’s time spent working for the Partnership Parties. The Partnership Parties will reimburse Noble on a monthly basis or at other intervals that Noble and the General Partner may agree from time to time.

The operational services and secondment agreement has an initial term of 15 years and will automatically extend for successive renewal terms of one year each, unless terminated by either party upon at least 30 days’ prior written notice before the end of the initial term or any renewal term. In addition, the Partnership Parties may terminate the agreement at any time upon written notice stating the date of termination or reduce the level of services under the agreement at any time upon 30 days’ prior written notice.

Commercial Agreements

We have long-term agreements with Noble for the provision of midstream services. Each of our commercial agreements with Noble covering its DJ Basin acreage was originally entered into January 1, 2015 and expires in 2030. As our third-party customer took its interest in our commercial agreements by assignment from Noble, its dedication for crude oil and water-related services will expire in 2030. Each of our commercial agreements with Noble covering its Delaware Basin acreage was originally entered into in the summer of 2016 and expires in 2032. Upon the expiration of the initial term, each agreement will automatically renew for subsequent one-year periods unless terminated by either us or our customer no later than 90 days prior to the end of the initial term or any subsequent one-year term thereafter. Our commercial agreements are subject to existing dedications and provide generally that our dedications will run with the land and be binding on any transferee.

Insurance

Captive insurance entities controlled by Noble provide limited third-party liability, property and business interruption insurance to the Partnership at commercially competitive rates. The Partnership and Noble also utilize unaffiliated insurance carriers to provide third-party liability, property and business interruption insurance in excess of the captive entities’ retentions.

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Additionally, director and officer insurance for the Partnership is provided as a part of Noble’s third-party director and officer insurance policy.

Director Independence

Our disclosures in Item 10. Directors, Executive Officers and Corporate Governance are incorporated herein by reference.

Procedures for Review, Approval and Ratification of Related Person Transactions

The board of directors of our General Partner adopted a code of business conduct and ethics in connection with the completion of the IPO that provides that the board of directors of our General Partner or its authorized committee will review on at least a quarterly basis all transactions with related persons that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions.

If the board of directors of our General Partner or its authorized committee considers ratification of a transaction with a related person and determines not to so ratify, then the code of business conduct and ethics will provide that our management will make all reasonable efforts to cancel or annul the transaction.

The code of business conduct and ethics provides that, in determining whether or not to recommend the initial approval or ratification of a transaction with a related person, the board of directors of our General Partner or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to us as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, shareholder, member or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the code of business conduct and ethics.

Item 14. Principal Accounting Fees and Services

The table below sets forth the aggregate fees and expenses for the years ended December 31, 2018 and December 31, 2019 for professional services performed by our independent registered public accounting firm KPMG LLP:



	Year Ended December 31,
(in thousands)	2019		2018
Audit Fees ⁽¹⁾	$	1,823	$	1,350
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	1,823	$	1,350

⁽¹⁾

Audit fees consist of the aggregate fees billed or expected to be billed for professional services rendered for (i) the audit of our annual financial statements included in our Annual Report and a review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, (ii) the audit of internal control over financial reporting, (iii) the filing of our registration statements for equity securities offerings, (iv) research necessary to comply with generally accepted accounting principles, and (v) other filings with the SEC, including consents, comfort letters, and comment letters.

Our audit committee of the board of directors of our General Partner has the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm.

The audit committee has adopted a pre-approval policy with respect to services which may be performed by KPMG LLP. This policy lists specific audit-related and tax services as well as any other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional audit committee authorization. The audit committee receives quarterly reports on the status of expenditures pursuant to that pre-approval policy. The audit committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the audit committee. For the year ended December 31, 2019, the audit committee approved 100% of the services described above pursuant to the above policy.

The audit committee of the board of directors of our General Partner has approved the appointment of KPMG LLP as independent registered public accounting firm to conduct the audit of the Partnership’s consolidated financial statements for the year ended December 31, 2020.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as a part of this report:


(1)	Financial Statements: The financial statements required to be filed by this Item 15 are set forth in Item 8. Financial Statements and Supplementary Data.


(3)	Exhibits: The exhibits required to be filed by this Item 15 are set forth in the Index to Exhibits accompanying this report.

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Index to Exhibits



Exhibit Number		Exhibit

2.1		Contribution Agreement, dated June 20, 2017, by and among the Registrant, Noble Midstream GP LLC, Noble Midstream Services, LLC, NBL Midstream, LLC and Blanco River DevCo GP LLC (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Date of Event: June 20, 2017) filed June 26, 2017 and incorporated herein by reference).

2.2+		Contribution, Conveyance, Assumption and Simplification Agreement, dated November 14, 2019, by and among the Registrant, Noble Midstream GP LLC, Noble Midstream Services, LLC, NBL Midstream, LLC, NBL Midstream Holdings LLC, Blanco River DevCo GP LLC, Green River DevCo GP LLC and San Juan River DevCo GP LLC (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Date of Event: November 14, 2019) filed November 15, 2019 and incorporated herein by reference).

3.1		Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).

3.2		Amendment to the Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).

3.3		Amendment to the Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed November 6, 2015 and incorporated herein by reference).

3.4		First Amended and Restated Agreement of Limited Partnership of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

3.5		Second Amended and Restated Agreement of Limited Partnership of Noble Midstream Partners LP (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Date of Event: November 14, 2019) filed November 15, 2019 and incorporated herein by reference).

3.6		Certificate of Formation of Noble Midstream GP LLC (filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).

3.7		Amendment to Certificate of Formation of Noble Midstream GP LLC (filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).

3.8		First Amended and Restated Limited Liability Company Agreement of Noble Midstream GP LLC (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

4.1		Registration Rights Agreement, dated June 26, 2017, by and among the Registrant and the Purchasers named therein (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (Date of Event: June 26, 2017) filed June 26, 2017 and incorporated herein by reference).

4.2		Registration Rights Agreement, dated November 21, 2019, by and among the Registrant and the Purchasers named therein (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (Date of Event: November 21, 2019) filed November 22, 2019 and incorporated herein by reference.)

4.3		Description of Registrant’s Securities Registered Under Section 12 of the Exchange Act, filed herewith.

10.1		Contribution, Conveyance and Assumption Agreement dated September 20, 2016, by and among the Registrant, Noble Midstream GP LLC, Noble Energy, Inc., Noble Midstream Services, LLC, NBL Midstream, LLC, NBL Midstream Holdings, LLC , Colorado River DevCo GP LLC, Green River DevCo GP LLC, Gunnison River DevCo GP LLC, Laramie River DevCo GP LLC, San Juan River DevCo GP LLC, Blanco River DevCo LP and Blanco River DevCo GP LLC. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

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10.2*		Registrant’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.3		Omnibus Agreement dated September 20, 2016, by and among Noble Energy, Inc., Noble Energy Services, Inc., Noble Midstream Services, LLC, NBL Midstream, LLC, Noble Midstream GP LLC and the Registrant (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.3.1		Limited Waiver to Omnibus Agreement dated February 14, 2017, by and among the Registrant, Noble Midstream GP LLC, Noble Midstream Services, LLC, Noble Energy, Inc., Noble Energy Services, Inc. and NBL Midstream LLC (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed May 2, 2017 and incorporated herein by reference).

10.3.2		First Amendment to the Limited Waiver to Omnibus Agreement dated June 23, 2017, by and among the Registrant, Noble Energy, Inc., Noble Energy Services, Inc., NBL Midstream, LLC, Noble Midstream Services, LLC and Noble Midstream GP LLC, (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed August 3, 2017 and incorporated herein by reference).

10.3.3		Amendment to Limited Waiver to Omnibus Agreement dated February 7, 2019, by and among the Registrant, Noble Midstream GP LLC, Noble Midstream Services, LLC, Noble Energy, Inc., Noble Energy Services, Inc. and NBL Midstream LLC (filed as Exhibit 10.3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed February, 19, 2019 and incorporated herein by reference).

10.4		Operational Services and Secondment Agreement dated September 20, 2016, by and among Noble Energy, Inc., Noble Energy Services, Inc., Noble Midstream GP LLC and the Registrant (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.5		Credit Agreement dated September 20, 2016, by and among the Registrant, as the parent, and Noble Midstream Services, LLC, as the Borrower, the subsidiaries of the Borrower identified therein, JPMorgan Chase Bank, N.A., and the other lenders party thereto (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.5.1		First Amendment to Credit Agreement, dated February 12, 2017, to Credit Agreement dated September 20, 2016, by and among the Registrant, as the parent, and Noble Midstream Services, LLC, as the Borrower, the subsidiaries of the Borrower identified therein, JPMorgan Chase Bank, N.A., and the other lenders party thereto (filed as Exhibit 10.5.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-37640) filed February 14, 2017 and incorporated herein by reference).

10.5.2		Second Amendment to Credit Agreement, dated January 31, 2018, to Credit Agreement dated September 20, 2016, by and among the Registrant, as the parent, and Noble Midstream Services, LLC, as the Borrower, the subsidiaries of the Borrower identified therein, JPMorgan Chase Bank, N.A., and the other lenders party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: January 31, 2018) filed February 2, 2018 and incorporated herein by reference).

10.5.3		Amendment and Restatement Agreement, dated March 9, 2018, to Credit Agreement dated September 20, 2016, by and among the Partnership, as the parent, Noble Midstream Services, LLC, as the Borrower, the subsidiaries of the Borrower identified therein, JPMorgan Chase Bank, N.A., and the other lenders party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: March 9, 2018) filed March 12, 2018 and incorporated by reference).

10.5.4		Incremental Facility and Amendment Agreement, dated as of December 13, 2019, among the Registrant, as the parent, and Noble Midstream Services, LLC, as the Borrower, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, filed herewith.

10.6		Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services (filed as Exhibit 10.6 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

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10.6.1†		Second Amended and Restated Gas Gathering Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.7.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.6.1.1		Amendment 01 to that certain Second Amended and Restated Gas Gathering Agreement, together with Agreement Addendum 01, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.7.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.6.2†		Second Amended and Restated Gas Gathering Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.8.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S‑1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.6.2.1		Amendment 01 to that certain Second Amended and Restated Gas Gathering Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.8.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.6.2.2†		Amendment 02 to that certain Second Amended and Restated Gas Gathering Agreement, together with Agreement Addendum 03 and Amendment 01, effective as of July 1, 2018, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 1, 2018 and incorporated herein by reference).

10.6.3		Second Amended and Restated Gas Gathering Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.8.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.6.4		Third Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services, dated as of November 14, 2019, filed herewith.

10.7		Third Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Treating Services (filed as Exhibit 10.9 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.7.1†		Third Amended and Restated Crude Oil Treating Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.10.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.7.2†		Third Amended and Restated Crude Oil Treating Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.10.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.8		Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (filed as Exhibit 10.11 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.1†		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.12.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.1.1		Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 01, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.12.3 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

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10.8.2†		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.13.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.2.1		Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 02, effective as of September 1, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.13.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.8.3		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.14.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.3.1		Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.14.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.8.3.2†		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.15.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.4		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.15.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.4.1		Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 04, effective as of September 1, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.15.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.8.5		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 05, effective as of March 31, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.16.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.5.1		Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 05, effective as of September 1, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.16.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.8.6		Second Amended and Restated Produced Water Services Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.16.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.8.9		Third Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services, dated as of November 14, 2019, filed herewith.

10.9		Texas Agreement Terms and Conditions Relating to Produced Water Services (filed as Exhibit 10.37 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

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10.9.1†		Texas Produced Water Services Agreement, Agreement Addendum 01, effective as of September 1, 2016, between Rosetta Resources Operating LP and Blanco River DevCo LP (filed as Exhibit 10.38 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.9.2		Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services, dated as of November 14, 2019, filed herewith.

10.10		Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (filed as Exhibit 10.17 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.1†		Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.18.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.1.1		Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.18.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.10.1.2†		Amendment 02 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 03 and Amendment 01, effective as of July 1, 2018, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 1, 2018 and incorporated herein by reference).

10.10.2†		Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.19.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.2.1		Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 02, effective as of September 1, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.19.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.10.3†		Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.20.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.3.1		Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.20.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.10.3.2†		Amendment 02 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 03 and Amendment 01, effective as of July 1, 2018, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 1, 2018 and incorporated herein by reference).

10.10.4		Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.21.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.4.1		Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 04, effective as of September 1, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.21.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

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10.10.5		Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 05, effective as of March 31, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.22.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.5.1		Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 05, effective as of September 1, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.22.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.10.6		Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.22.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.10.7		Third Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services, dated as of November 14, 2019, filed herewith.

10.11		Second Amended and Restated Terms and Conditions Relating to Crude Oil Gathering Services (filed as Exhibit 10.23 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.11.1†		Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.24.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.11.1.1		Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 01, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.24.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.11.2†		Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.25.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.11.2.1		Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 02, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.25.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.11.3		Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.26.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.11.3.1		Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.26.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.11.3.2†		Amendment 02 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 03 and Amendment 01, effective as of July 1, 2018, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 1, 2018 and incorporated herein by reference).

10.11.4		Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.27.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

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10.11.4.1		Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 04, effective as of September 1, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.27.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.11.5		Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 05, effective as of March 31, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.28.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.11.5.1		Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 05, effective as of September 1, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.28.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.11.6		Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.28.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).

10.11.7		Third Amended and Restated Agreement and Terms and Conditions Relating to Crude Oil Gathering Services, dated as of November 14, 2019, filed herewith.

10.12		Texas Agreement Terms and Conditions Relating to Crude Oil Gathering Services (filed as Exhibit 10.35 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.12.1†		Texas Oil Gathering Agreement, Agreement Addendum 01, effective as of September 1, 2016, between Rosetta Resources Operating LP and Blanco River DevCo LP (filed as Exhibit 10.36 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).

10.12.2		First Amended and Restated Texas Agreement Terms and Conditions Relating to Crude Oil Gathering Services, dated as of November 14, 2019, filed herewith.

10.13		First Amended and Restated Agreement of Limited Partnership of Colorado River DevCo LP (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.13.1		Limited Liability Company Agreement of Colorado River LLC, dated December 31, 2019, filed herewith.

10.14		First Amended and Restated Agreement of Limited Partnership of Green River DevCo LP (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.14.1		Limited Liability Company Agreement of Green River DevCo LLC, dated December 31, 2019, filed herewith.

10.15		First Amended and Restated Agreement of Limited Partnership of Gunnison River DevCo LP (filed as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.16		First Amended and Restated Agreement of Limited Partnership of San Juan River DevCo LP (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference.

10.16.1		Limited Liability Company Agreement of San Juan River LLC, dated December 31, 2019, filed herewith.

10.17		First Amended and Restated Agreement of Limited Partnership of Blanco River DevCo LP (filed as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).

10.17.1		Limited Liability Company Agreement of Blanco River LLC, dated December 31, 2019, filed herewith.

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10.18		Limited Liability Company Agreement of Laramie River LLC, dated December 31, 2019, filed herewith.

10.19*		Registrant’s Form of Non-Employee Director Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: October 27, 2016) filed November 2, 2016 and incorporated herein by reference).

10.20*		Registrant's Form of Employee Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: January 26, 2017) filed January 26, 2017 and incorporated herein by reference).

10.20.1*		Registrant's Form of Employee Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan, filed herewith.

10.21*		Registrant's Form of Employee Restricted Unit Agreement [3-Year Cliff Vest] under the Partnership’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 2, 2017 and incorporated herein by reference).

10.21.1*		Registrant's Form of Employee Restricted Unit Agreement [3-Year Cliff Vest] under the Partnership’s 2016 Long-Term Incentive Plan, filed herewith.

10.22		Term Credit Agreement, dated as of July 31, 2018, by and among Noble Midstream Services, LLC, as borrower, the Partnership, as parent, and Toronto Dominion (Texas) LLC and the other lenders party thereto (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 3, 2018 and incorporated herein by reference).

10.23		Guarantee Agreement, dated as of July 31, 2018, by and among Noble Midstream Services, LLC, as borrower, the Partnership, as parent, and Toronto Dominion (Texas) LLC and the other lenders party thereto (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 3, 2018 and incorporated herein by reference).

10.24		Term Credit Agreement, dated as of August 23, 2019, by and among the Registrant, as Parent, and Noble Midstream Services, LLC, as Borrower, the subsidiaries of the Borrower identified therein, Bank of Montreal and the other lenders party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: August 23, 2019) filed August 26, 2019 and incorporated herein by reference.)

10.25		Guarantee Agreement, dated as of August 23, 2019, by and among Noble Midstream Services, LLC, as Borrower, Noble Midstream Partners LP and the other guarantors identified therein, and Bank of Montreal, as administrative agent (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Date of Event: August 23, 2019) filed August 26, 2019 and incorporated herein by reference).

10.26		Common Unit Purchase Agreement, dated as of November 14, 2019, by and among the Registrant and the Purchasers named therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: November 14, 2019) filed November 15, 2019 and incorporated herein by reference).

10.27		First Amended and Restated Terms and Conditions Relating to Low Pressure Gas Gathering and Compression Services, dated as of November 14, 2019, filed herewith.

21.1		Subsidiaries, filed herewith.

23.1		Consent of Independent Registered Public Accounting Firm — KPMG LLP, filed herewith.

31.1		Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.

31.2		Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.

32.1		Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), filed herewith.

32.2		Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), filed herewith.

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101		The following materials from Noble Midstream Partners LP's Annual Report on Form 10-K for the year ended December 31, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Equity; and (v) Notes to Consolidated Financial Statements.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

† Confidential treatment has been granted for certain portions thereof pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. Such provisions have been filed separately with the Securities and Exchange Commission.

** Copies of exhibits will be furnished upon prepayment of 25 cents per page. Requests should be addressed to the Chief Financial Officer, Noble Midstream Partners LP, 1001 Noble Energy Way, Houston, Texas 77070.

+ Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.

Item 16. Form 10-K Summary

None.

GLOSSARY

In this report, the following abbreviations are used:



Bbl		Barrel
Bbl/d		Barrels per day
Bpm		Barrels per minute
Btu		British thermal unit
Btu/d		British thermal units per day
CGF		Central gathering facility
CPI		Consumer Price Index
DCF		Distributable cash flow
DevCo		Development company
DJ Basin		Denver-Julesburg Basin
EBITDA		Earnings before interest, taxes, depreciation, and amortization
FASB		Financial Accounting Standards Board
FERC		The Federal Energy Regulatory Commission
GAAP		United States generally accepted accounting principles
GHG		Greenhouse gas emissions
IDP		Integrated development plan
IDRs		Incentive distribution rights
IPO		Initial Public Offering
LIBOR		London Interbank Offered Rate
MBbl/d		Thousand barrels per day
Mcf/d		Thousand cubic feet per day
MMBtu		Million British thermal units
MMBtu/d		Million British thermal units per day
NGL		Natural gas liquids
PPI		Producer Price Index
ROFO		Right of first offer
ROFR		Right of first refusal

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		Noble Midstream Partners LP
		By: Noble Midstream GP, LLC, its General Partner

Date:	February 12, 2020	By: /s/ Brent J. Smolik
		Brent J. Smolik,
		Chief Executive Officer and Director

Date:	February 12, 2020	By: /s/ Thomas W. Christensen
		Thomas W. Christensen,
		Chief Financial Officer

Date:	February 12, 2020	By: /s/ Phillip S. Welborn
		Phillip S. Welborn,
		Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Brent J. Smolik	Chief Executive Officer and Director	February 12, 2020
Brent J. Smolik	(Principal Executive Officer)

/s/ Thomas W. Christensen	Chief Financial Officer	February 12, 2020
Thomas W. Christensen	(Principal Financial Officer)

/s/ Phillip S. Welborn	Chief Accounting Officer	February 12, 2020
Phillip S. Welborn	(Principal Accounting Officer)

/s/ Kenneth M. Fisher	Chairman of the Board of Directors	February 12, 2020
Kenneth M. Fisher

/s/ Thomas H. Walker	Director	February 12, 2020
Thomas H. Walker

/s/ Rachel G. Clingman	Director	February 12, 2020
Rachel G. Clingman

/s/ Hallie A. Vanderhider	Director	February 12, 2020
Hallie A. Vanderhider

/s/ Martin Salinas, Jr.	Director	February 12, 2020
Martin Salinas, Jr.

/s/ Andrew E. Viens	Director	February 12, 2020
Andrew E. Viens

141

Exhibit 4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934

DESCRIPTION OF COMMON UNITS

Our Common Units

Our common units represent limited partner interests in us. The holders of common units are entitled to participate in partnership distributions and to exercise the rights and privileges provided to limited partners under our partnership agreement. Please read “Provisions of Our Partnership Agreement Relating to Cash Distributions.” For a description of the rights and privileges of limited partners under our partnership agreement, including voting rights, please read “Our Partnership Agreement.” All references to “Noble Midstream Partners,” “NBLX,” “the Partnership,” “us,” “our,” “we” or similar expressions, refer to Noble Midstream Partners LP, including its consolidated subsidiaries. References to our “general partner,” refer to Noble Midstream GP LLC. References to “Noble” may refer to Noble Energy Inc. and/or its consolidated subsidiaries, depending on the context.

Our common units are currently listed on Nasdaq Global Select Market under the symbol “NBLX.”

Transfer of Common Units


•	represents that the transferee has the capacity, power and authority to become bound by our partnership agreement;


•	automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and


•	gives the consents, waivers and approvals contained in our partnership agreement.

A transferee will become a substituted limited partner of our partnership for the transferred common units automatically upon the recording of the transfer on our books and records. Our general partner will cause any transfers to be recorded on our books and records from time to time as necessary to accurately reflect the transfers but no less frequently than quarterly.

We may, at our discretion, treat the nominee holder of a common unit as the absolute owner. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

Common units are securities and are transferable according to the laws governing the transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a substituted limited partner in our partnership for the transferred common units.

Until a common unit has been transferred on our books, we and the transfer agent may treat the record holder of the common unit as the absolute owner for all purposes, except as otherwise required by law or securities exchange regulations.

PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

Set forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions.

Distributions of Available Cash

General

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date.

Definition of Available Cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:


•	less, the amount of cash reserves established by our general partner to:


•	provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and for anticipated future credit needs);


•	comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which we or any of our subsidiaries is a party or by which we or such subsidiary is bound or we or such subsidiary’s assets are subject; or


•	provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions pursuant to this bullet point if the effect of such reserves will prevent us from distributing $0.375 on all common units);


•	plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

The purpose and effect of the last bullet point above is to allow our general partner, if it so decides, to use cash from working capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter to pay distributions to unitholders. Under our partnership agreement, working capital borrowings are generally borrowings incurred under a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to our partners and with the intent of the borrower to repay such borrowings within twelve months with funds other than from additional working capital borrowings.

General Partner Interest

Our general partner owns a non-economic general partner interest in us, which does not entitle it to receive cash distributions. However, our general partner may in the future own common units or other equity securities in us that will entitle it to receive distributions.

Distributions of Cash Upon Liquidation

General

If we dissolve in accordance with our partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining proceeds to the unitholders and our general partner, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation.

Manner of Adjustment

If we liquidate, any gain or loss incurred on liquidation will be included in our Net Income and Net Loss (each as defined in our partnership agreement) in the taxable period that includes our liquidation. We allocate Net Income and Net Loss as follows:


•	Net Income is allocated:


•	First, to the general partner until the aggregate amount of Net Income previously allocated to the general partner for the current and all previous taxable periods is equal to the aggregate amount of Net Loss allocated to the general partner for all previous taxable periods; and


•	Thereafter, to the unitholders, in accordance with their percentage interests.


•	Net Loss is allocated:


•	First, to the unitholders, in accordance with their percentage interests, until the capital accounts of the unitholders have been reduced to zero; and


•	Thereafter, 100% to the general partner.

Interim Adjustments to Capital Accounts

If we issue additional security interests or make distributions of property, we will make interim adjustments to capital accounts. These adjustments would be based on the fair market value of the interests or the property distributed and any gain or loss would be allocated to the unitholders and the general partner in the same way that a gain or loss is allocated upon liquidation.

OUR PARTNERSHIP AGREEMENT

The following is a summary of the material provisions of our partnership agreement that relate to ownership of our common units.

Capital Contributions

Unitholders are not obligated to make additional capital contributions, except as described below under “—Limited Liability.”

Voting Rights

The following is a summary of the unitholder vote required for the matters specified below.

Matters that require the approval of a “unit majority” require the approval of a majority of the outstanding common units.

Noble has the ability to ensure passage of, as well as the ability to ensure the defeat of, any amendment that requires a unit majority by virtue of their ownership of an aggregate 56,447,616 common units, representing an aggregate 64% limited partner interest.

In voting their common units, our general partner and its affiliates have no duty or obligation whatsoever to us or the limited partners, including any duty to act in the best interests of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing.


Issuance of additional partnership interests .........	No approval rights.


Amendment of our partnership agreement ...........	Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “—Amendment of Our Partnership Agreement.”

Merger of our partnership or the sale of


all or substantially all of our assets ......................	Unit majority. Please read “—Merger, Consolidation, Conversion, Sale or Other Disposition of Assets.”


Dissolution of our partnership .............................	Unit majority. Please read “—Termination and Dissolution.”


Continuation of our business upon dissolution ....	Unit majority. Please read “—Termination and Dissolution.”

Withdrawal of the general partner .......................

Under most circumstances, the approval of unitholders holding at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of the general partner prior to the tenth anniversary of the closing of our initial public offering (“IPO”), in a manner which would cause a dissolution of our partnership. Please read “—Withdrawal or Removal of Our General Partner.”


Removal of the general partner ............................	Not less than 66⅔% of the outstanding units, voting as a single class, including units held by our general partner and its affiliates, for cause. Please read “—Withdrawal or Removal of Our General Partner.”

Transfer of the general partner interest ................

Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to the tenth anniversary of the closing of our IPO.

Transfer of ownership interests


in our general partner ...........................................	No approval right.

Limited Liability

Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) and that it otherwise acts in conformity with the provisions of our partnership agreement, its liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of capital it is obligated to contribute to us for its common units plus its share of any undistributed profits and assets. If it were determined, however, that the right, or exercise of the right of, by the limited partners as a group to:


•	remove or replace our general partner for cause;


•	approve some amendments to our partnership agreement; or


•	take other action under our partnership agreement;

constituted “participation in the control” of our business for the purposes of the Delaware Act, then the limited partners could be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner.

This liability would extend to persons who transact business with us who reasonably believe that a limited partner is a general partner. Neither our partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner. While this does not mean that a limited partner could not seek legal recourse, we know of no precedent for this type of a claim in Delaware case law.

Under the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their limited partner interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited is included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the nonrecourse liability. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act shall be liable to the limited partnership for the amount of the distribution for three years. Under the Delaware Act, a substituted limited partner of a limited partnership is liable for the obligations of its assignor to make contributions to the partnership, except that such person is not obligated for liabilities unknown to it at the time it became a limited partner and that could not be ascertained from the partnership agreement.

Our development companies conduct business in Colorado and Texas. We may have subsidiaries that conduct business in other states in the future. Maintenance of our limited liability as a partner or member of our subsidiaries may require compliance with legal requirements in the jurisdictions in which such subsidiaries conduct business, including qualifying such entities to do business in such locations.

Limitations on the liability of members or limited partners for the obligations of a limited liability company or limited partnership have not been clearly established in many jurisdictions. If, by virtue of our ownership interests in our development companies or otherwise, it were determined that we were conducting business in any state without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the limited partners as a group to remove or replace our general partner for cause, to approve some amendments to our partnership agreement, or to take other action under our partnership agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our general partner considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Partnership Interests

Our partnership agreement authorizes us to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders.

It is possible that we will fund acquisitions through the issuance of additional common units or other partnership interests. Holders of any additional common units we issue will be entitled to share equally with the then-existing common unitholders in our distributions. In addition, the issuance of additional common units or other partnership interests may dilute the value of the interests of the then-existing common unitholders in our net assets.

In accordance with Delaware law and the provisions of our partnership agreement, we may also issue additional partnership interests that, as determined by our general partner, may have rights to distributions or special voting rights to which the common units are not entitled. In addition, our partnership agreement does not prohibit our current or future subsidiaries from issuing equity interests, which may effectively rank senior to the common units.

Our general partner has the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units or other partnership interests or to make additional capital contributions to us

whenever, and on the same terms that, we issue partnership interests to persons other than our general partner and its affiliates, to the extent necessary to maintain the percentage interest of our general partner and its affiliates, including such interest represented by common units, that existed immediately prior to each issuance. The common unitholders will not have preemptive rights under our partnership agreement to acquire additional common units or other partnership interests.

Amendment of Our Partnership Agreement

General

Amendments to our partnership agreement may be proposed only by our general partner. However, our general partner has no duty or obligation to propose any amendment and may decline to do so free of any duty or obligation whatsoever to us or our limited partners, including any duty to act in the best interests of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing. In order to adopt a proposed amendment, other than the amendments discussed below, our general partner is required to seek written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority.

Prohibited Amendments

No amendment may be made that would, among other actions:


•	enlarge the obligations of any limited partner without its consent, unless such is deemed to have occurred as a result of an amendment approved by at least a majority of the type or class of limited partner interests so affected; or


•	enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without its consent, which consent may be given or withheld at its option.

The provisions of our partnership agreement preventing the amendments having the effects described in any of the clauses above can be amended upon the approval of the holders of at least 90% of the outstanding units voting together as a single class (including units owned by our general partner and its affiliates). Noble owns an aggregate of 56,447,616 common units, representing an aggregate 62.6% limited partner interest.

No Unitholder Approval

Our general partner may generally make amendments to our partnership agreement without the approval of any limited partner to reflect:


•	a change in our name, the location of our principal office, our registered agent or our registered office;


•	the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;

•

a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;

•

an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees, from in any manner, being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, each as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;


•	an amendment that (i) sets forth the designations, preferences, rights, powers and duties of any class or series of partnership interests or (ii) our general partner determines to be necessary, appropriate or advisable in connection with the authorization or issuance of additional partnership interests;


•	any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;


•	an amendment effected, necessitated or contemplated by a merger agreement or plan of conversion that has been approved under the terms of our partnership agreement;


•	any amendment that our general partner determines to be necessary or appropriate to reflect and account for the formation by us of, or our investment in, any corporation, partnership or other entity, in connection with our conduct of activities permitted by our partnership agreement;


•	a change in our fiscal year or taxable year and any other changes that our general partner determines to be necessary or appropriate as a result of such change;


•	mergers with, conveyances to or conversions into another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger, conveyance or conversion other than those it receives by way of the merger, conveyance or conversion; or


•	any other amendments substantially similar to any of the matters described in the clauses above.

In addition, our general partner may make amendments to our partnership agreement without the approval of any limited partner if our general partner determines that those amendments:


•	do not adversely affect in any material respect the limited partners considered as a whole or any particular class of partnership interests as compared to other classes of partnership interests;


•	are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;


•	are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed or admitted to trading;


•	are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or


•	are required to effect the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.

Opinion of Counsel and Unitholder Approval

For amendments that do not require unitholder approval, our general partner will not be required to obtain an opinion of counsel to the effect that an amendment will not affect the limited liability of any limited partner under Delaware law. No other amendments to our partnership agreement will become effective without the approval of holders of at least 90% of the outstanding units voting as a single class unless we first obtain such an opinion of counsel.

In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to other classes of partnership interests will require the approval of at least a majority of the type or class of partnership interests so affected. Any amendment that would reduce the percentage of units required to take any action, other than to remove our general partner for cause or call a meeting of unitholders, must be approved by the written consent or the affirmative vote of limited

partners whose aggregate outstanding units constitute not less than the percentage sought to be reduced. Any amendment that would increase the percentage of units required to remove our general partner for cause must be approved by the written consent or the affirmative vote of limited partners whose aggregate outstanding units constitute not less than 90% of outstanding units. Any amendment that would increase the percentage of units required to call a meeting of unitholders must be approved by the written consent or the affirmative vote of limited partners whose aggregate outstanding units constitute at least a majority of the outstanding units.

Merger, Consolidation, Conversion, Sale or Other Disposition of Assets

A merger, consolidation or conversion of our partnership requires the prior consent of our general partner. However, our general partner has no duty or obligation to consent to any merger, consolidation or conversion and may decline to do so free of any duty or obligation whatsoever to us or the limited partners, including any duty to act in the best interest of us or the limited partners, other than the implied contractual covenant of good faith and fair dealing.

In addition, our partnership agreement generally prohibits our general partner, without the prior approval of the holders of a unit majority, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions. Our general partner may, however, mortgage, pledge, hypothecate, or grant a security interest in all or substantially all of our assets without that approval. Our general partner may also sell any or all of our assets under a foreclosure or other realization upon those encumbrances without that approval. Finally, our general partner may consummate any merger with another limited liability entity without the prior approval of our unitholders if we are the surviving entity in the transaction, our general partner has received an opinion of counsel regarding limited liability and tax matters, the transaction would not result in an amendment to our partnership agreement requiring unitholder approval, each of our units will be an identical unit of our partnership following the transaction and the partnership interests to be issued by us in such merger do not exceed 20% of our outstanding partnership interests immediately prior to the transaction.

If the conditions specified in our partnership agreement are satisfied, our general partner may convert us or any of our subsidiaries into a new limited liability entity or merge us or any of our subsidiaries into, or convey all of our assets to, a newly formed entity if the sole purpose of that conversion, merger or conveyance is to effect a mere change in our legal form into another limited liability entity, our general partner has received an opinion of counsel regarding limited liability and tax matters, and our general partner determines that the governing instruments of the new entity provide the limited partners and our general partner with the same rights and obligations as contained in our partnership agreement. The unitholders are not entitled to dissenters’ rights of appraisal under our partnership agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of our assets or any other similar transaction or event.

Termination and Dissolution

We will continue as a limited partnership until dissolved and terminated under our partnership agreement. We will dissolve upon:


•	the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal followed by approval and admission of a successor;


•	the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority;


•	the entry of a decree of judicial dissolution of our partnership; or


•	there being no limited partners, unless we are continued without dissolution in accordance with the Delaware Act.

Upon a dissolution under the first clause above, the holders of a unit majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in our partnership agreement

by appointing as a successor general partner an entity approved by the holders of units representing a unit majority, subject to our receipt of an opinion of counsel to the effect that:


•	the action would not result in the loss of limited liability of any limited partner; and


•	neither our partnership nor any of our subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue (to the extent not already so treated or taxed).

Liquidation and Distribution of Proceeds

Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner that are necessary or appropriate to, liquidate our assets and apply the proceeds of the liquidation as described in “Provisions of Our Partnership Agreement Relating to Cash Distributions—Distributions of Cash Upon Liquidation.” The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to our partners.

Withdrawal or Removal of Our General Partner

Except as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to the tenth anniversary of the closing of our IPO, without obtaining the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, and by giving 90 days’ written notice and furnishing an opinion of counsel regarding limited liability and tax matters. On or after the tenth anniversary of the closing of our IPO, our general partner may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal will not constitute a violation of our partnership agreement. Notwithstanding the information above, our general partner may withdraw without unitholder approval upon 90 days’ written notice to the limited partners if at least 50% of the outstanding units are held or controlled by one person and its affiliates other than our general partner and its affiliates. In addition, our partnership agreement permits our general partner in some instances to sell or otherwise transfer all of its general partner interest in us without the approval of the unitholders. Upon voluntary withdrawal of our general partner by giving notice to the other partners, the holders of a unit majority may select a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period after that withdrawal, the holders of a unit majority agree to continue our business by appointing a successor general partner. Please read “—Termination and Dissolution.”

Our general partner may not be removed unless that removal is both (i) for cause and (ii) approved by the vote of the holders of not less than 66⅔% of our outstanding units, voting together as a single class, including units held by our general partner and its affiliates, and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units. “Cause” is narrowly defined under our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding the general partner liable to our partnership or any limited partner for actual fraud or willful misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor management of the business. The ownership of more than 33⅓% of the outstanding units by our general partner and its affiliates would give them the practical ability to prevent our general partner’s removal. Noble owns an aggregate of 56,447,616 common units, representing an aggregate 64% limited partner interest.

In the event of removal of our general partner or withdrawal of our general partner where that withdrawal violates our partnership agreement, a successor general partner will have the option to purchase the general partner interest of the departing general partner for a cash payment equal to the fair market value of those interests. Under all other circumstances where our general partner withdraws, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner for fair market value. In each case, this fair market value will be determined by agreement between the departing general

partner and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.

If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner will become a limited partner and its general partner interest will automatically convert into common units pursuant to a valuation of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit.

Change of Management Provisions

Our partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove Noble Midstream GP LLC as our general partner or otherwise change our management. If any person or group other than our general partner and its affiliates acquires beneficial ownership of 20% or more of any class of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply to any person or group that acquires the units from our general partner or its affiliates and any transferees of that person or group who are notified by our general partner that they will not lose their voting rights or to any person or group who acquires the units with the prior approval of the board of directors of our general partner. Please read “—Withdrawal or Removal of Our General Partner.”

Limited Call Right

If at any time our general partner and its affiliates own more than 80% of the then-issued and outstanding limited partner interests of any class, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the limited partner interests of such class held by unaffiliated persons as of a record date to be selected by our general partner, on at least 10, but not more than 60, days’ written notice.

The purchase price in the event of this purchase is the greater of:


•	the highest cash price paid by either our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and


•	the current market price calculated in accordance with our partnership agreement as of the date three business days before the date the notice is mailed.

As a result of our general partner’s right to purchase outstanding limited partner interests, a holder of limited partner interests may have his limited partner interests purchased at a price that may be lower than market prices at various times prior to such purchase or lower than a unitholder may anticipate the market price to be in the future. The tax consequences to a unitholder of the exercise of this limited call right are the same as a sale by that unitholder of his common units in the market.

Possible Redemption of Ineligible Holders

Non-Taxpaying Holders; Redemption

Our general partner may request proof of the U.S. federal income tax status of our limited partners. We may redeem the units held by any person who our general partner determines is not subject to U.S. federal income

taxation on the income generated by the partnership or fails to comply with the procedures instituted by our general partner to obtain proof of such person’s federal income tax status. The redemption price in the case of such a redemption will be the average of the daily closing prices per unit for the 20 consecutive trading days immediately prior to the date set for redemption.

Non-Citizen Assignees; Redemption

Our general partner may request proof of the nationality, citizenship or other related status of our limited partners. We may redeem the units held by any person whose nationality, citizenship or other related status our general partner determines creates substantial risk of cancellation or forfeiture of any property that we have an interest in or who fails to comply with the procedures instituted by our general partner to obtain proof of nationality, citizenship or other related status. The redemption price in the case of such a redemption will be the average of the daily closing prices per unit for the 20 consecutive trading days immediately prior to the date set for redemption.

Meetings; Voting

Except as described below regarding a person or group owning 20% or more of any class of units then outstanding, record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited.

Our general partner does not anticipate that any meeting of unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or, if authorized by our general partner, without a meeting if consents in writing describing the action so taken are signed by holders of the number of units that would be necessary to authorize or take that action at a meeting where all limited partners were present and voted. Meetings of the unitholders may be called by our general partner or by unitholders owning at least 20% of the outstanding units of the class for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority in voting power of the outstanding units of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage. For all matters presented to the limited partners at a meeting at which a quorum is present for which no minimum or other vote of the limited partners is specifically required pursuant to our partnership agreement, the rules and regulations of any national securities exchange on which the common units are admitted to trading, or applicable law or pursuant to any regulation applicable to us or our partnership interests, a majority of the votes cast by the limited partners holding outstanding units will be deemed to constitute the act of all limited partners (with abstentions and broker non-votes being deemed to not have been cast with respect to such matter). On any matter where a minimum or other vote of limited partners is provided by any provision of our partnership agreement or required by the rules or regulations of any national securities exchange on which the common units are admitted to trading, or applicable law or pursuant to any regulation applicable to us or our partners interests, such minimum or other vote will be the vote of the limited partners required to approve such matter (with the effect of abstentions and broker non-votes to be determined based on the vote of the limited partners required to approve such matter, provided that if the effect of abstentions and broker non-votes is not specified by the applicable rule, regulation or law, and there is no prevailing interpretation of such effect, then abstentions and broker non-votes will be deemed not to have been cast with respect to such matter). The general partner interest does not entitle our general partner to any vote other than its rights as general partner under our partnership agreement, will not be entitled to vote on any action required or permitted to be taken by the unitholders and will not count toward or be considered outstanding when calculating required votes, determining the presence of a quorum, or for similar purposes.

Each record holder of a unit has a vote according to its percentage interest in us, although additional limited partner interests having special voting rights could be issued. Please read “—Issuance of Additional Partnership Interests.” However, if at any time any person or group, other than our general partner and its affiliates, a direct transferee of our general partner and its affiliates or a transferee of such direct transferee, who is notified by our general partner that it will not lose its voting rights, acquires, in the aggregate, beneficial ownership of 20% or more of any class of units then outstanding, that person or group will lose voting rights on all of its units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of

unitholders, calculating required votes, determining the presence of a quorum, or for other similar purposes. Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and its nominee provides otherwise. Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of common units under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

Status as Limited Partner

By transfer of common units in accordance with our partnership agreement, each transferee of common units shall be admitted as a limited partner with respect to the common units transferred when such transfer and admission is reflected in our register. Except as described under “—Limited Liability,” the common units will be fully paid, and unitholders will not be required to make additional contributions.

Books and Reports

Our general partner is required to keep appropriate books of our business at our principal offices. The books will be maintained for financial reporting purposes on an accrual basis. For fiscal and tax reporting purposes, our fiscal year is the calendar year.

We will mail or make available to record holders of common units, within 90 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants. Except for our fourth quarter, we will also mail or make available summary financial information within 45 days after the close of each quarter (or such shorter period as required by the Securities Exchange Commission).

We will furnish each record holder of a unit with information reasonably required for tax reporting purposes within 90 days after the close of each calendar year. This information is expected to be furnished in summary form so that some complex calculations normally required of partners can be avoided. Our ability to furnish this summary information to unitholders will depend on the cooperation of unitholders in supplying us with specific information. Every unitholder will receive information to assist such unitholder in determining its federal and state tax liability and filing its federal and state income tax returns, regardless of whether such unitholder supplies us with information.

Right to Inspect Our Books and Records

Our partnership agreement provides that a limited partner can, for a purpose reasonably related to its interest as a limited partner, upon reasonable written demand stating the purpose of such demand and at its own expense, have furnished to such limited partner:


•	a current list of the name and last known address of each record holder;


•	copies of our partnership agreement and our certificate of limited partnership and all amendments thereto; and


•	certain information regarding the status of our business and financial condition.

Our general partner may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our general partner determines is not in our best interests or that we are required by law or by agreements with third parties to keep confidential. Our partnership agreement limits the right to information that a limited partner would otherwise have under Delaware law.

Applicable Law; Exclusive Forum

Our partnership agreement is governed by Delaware law.

Our partnership agreement provides that the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction) shall be the exclusive forum for any claims, suits, actions or proceedings (i) arising out of or relating in any way to our partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of our partnership agreement or the duties, obligations or liabilities among our partners, or obligations or liabilities of our partners to us, or the rights or powers of, or restrictions on, our partners or us), (ii) brought in a derivative manner on our behalf, (iii) asserting a claim of breach of a duty owed by any of our, or our general partner’s, directors, officers, or other employees, or owed by our general partner, to us or our partners, (iv) asserting a claim against us arising pursuant to any provision of the Delaware Act or (v) asserting a claim against us governed by the internal affairs doctrine.

Under our partnership agreement, if the Court of Chancery of the State of Delaware does not have jurisdiction over any matter, then the applicable claim, suit, action or proceeding is required to be brought in any other court in the State of Delaware having jurisdiction. The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or similar governing documents have been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our partnership agreement to be inapplicable or unenforceable in such action.

If any limited partner, our general partner or any person holding any beneficial interest in us (whether through a broker, dealer, bank, trust company or clearing corporation) brings any of the claims, suits, actions or proceedings described in items (i) through (v) (including any claims, suits, actions or proceedings arising out of any offerings of our common units) of the preceding paragraph and such person does not obtain a judgment on the merits that substantially achieves, in substance and amount (if the extent of such achievement is disputed, then as determined by the Court of Chancery of the State of Delaware or such other court with subject matter jurisdiction of such claim, suit, action or proceeding), the full remedy sought, then such limited partner, our general partner or person holding any beneficial interest in us will be obligated to reimburse us and our affiliates (including our general partner, the directors of our general partner and the owner of our general partner) for all fees, costs and expenses of every kind and description, including but not limited to all reasonable attorneys’ fees and other litigation expenses, that the parties may incur in connection with such claim, suit, action or proceeding. We and our “affiliates,” as defined in our partnership agreement (including our general partner, the directors and officers of our general partner and Noble) would be entitled to recover all of their fees, costs and expenses in any such action, and such losing party would be severally liable for all such fees, costs and expenses. These provisions apply to all claims brought by the persons described in this paragraph, including claims under the federal securities laws, to the extent permitted by applicable law. In addition, our partnership agreement provides that each limited partner irrevocably waives the right to trial by jury in any such claim, suit, action or proceeding, including any claim under the U.S. federal securities laws. If the Partnership opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable under the facts and circumstances of that case in accordance with applicable case law. See “Risk Factors—Our partnership agreement provides that unitholders irrevocably waive the right to trial by jury in any claim, suit, action or proceeding under either state or federal laws, including any claim under U.S. federal securities laws, which could result in less favorable outcomes to unitholders in any such action.”

By purchasing a common unit, a limited partner is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located

in the State of Delaware with subject matter jurisdiction) in connection with any such claims, suits, actions or proceedings.

Exhibit 10.18

LIMITED LIABILITY COMPANY AGREEMENT

LARAMIE RIVER LLC

a Delaware Limited Liability Company

December 31, 2019

LIMITED LIABILITY COMPANY AGREEMENT

LARAMIE RIVER LLC

a Delaware Limited Liability Company

This Limited Liability Company Agreement (this “Agreement”) of Laramie River LLC, a Delaware limited liability company (the “Company”), dated effective as of 12:01 a.m. on December 31, 2019, is executed, agreed to and adopted, for good and valuable consideration, by Noble Midstream Services, LLC, a Delaware limited liability company (the “Member”).

ARTICLE I

Formation of Limited Liability Company

Section 1.1. Formation. Subject to the provisions of this Agreement, the Member does hereby form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (such statute, as amended from time to time, or any successor statute or statutes thereto, being called the “Act”). Except as expressly provided herein to the contrary, the rights and obligations of the Member and the administration, dissolution and termination of the Company shall be governed by the Act.

Section 1.2. Name. The name of the Company is Laramie River LLC. All Company business shall be conducted in that name or such other names that comply with applicable law as the Member may select from time to time.

Section 1.3. Purpose. The purpose for which the Company is organized is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

Section 1.4. Offices. The registered office and registered agent of the Company in the State of Delaware shall be as specified in the Certificate of Formation of the Company (the “Certificate”) or as designated by the Members in the manner provided by applicable law. The offices of the Company shall be at such places as the Members may designate, which need not be in the State of Delaware.

Section 1.5. Term. The Company commenced on the date of filing of record of the Certificate by the Delaware Secretary of State and shall continue until terminated as provided in Article X.

Section 1.6. No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and, in the event there is more than one Member, no Member shall be a partner or joint venturer of the other Member for any purposes other than federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Section 1.7. Title to Company Property. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. All the Company's assets and properties shall be recorded as the property of the Company on its books and records.

ARTICLE II

Definitions

In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the respective meanings assigned to them in this Article II:

“Act” shall have the meaning assigned to such term in Section 1.1.

“Certificate” shall have the meaning assigned to such term in Section 1.4.

“Capital Account” shall have the meaning assigned to such term in Section 9.2.

“Capital Contributions” shall mean for any Member at the particular time in question the aggregate of the dollar amounts of any cash or the fair market value of any property contributed to the capital of the Company, or, if the context in which such term is used so indicates, the dollar amounts of cash or the fair market value of any property agreed to be contributed, or requested to be contributed, by such Member to the capital of the Company.

“Company” shall mean Laramie River LLC, the Delaware limited liability company established pursuant to this Agreement.

“Fundamental Change” shall mean a transaction involving (i) the sale, lease, exchange or other disposition (other than by way of mortgage, pledge, deed of trust or trust indenture) of all or substantially all the Company's property and assets (with or without goodwill) or (ii) a merger or consolidation in which the Company is not the surviving entity (each, a “Fundamental Change”), subject to the requirements of applicable law, the Certificate and this Agreement.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986 and any comparable successor statute or statutes thereto, as amended from time to time.

“Majority” shall mean any number in excess of 50%.

“Majority in Interest” shall mean one or more Members whose Membership Interest in the aggregate are in excess of 65%.

“Member” or “Members” shall mean Noble Midstream Services, LLC as the member hereof, but upon the admission of any other Persons as members of the Company, it shall mean any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement.

“Membership Interest” shall mean the interest of a Member in the Company stated as a percentage, and for all Members aggregating 100%. Each 1% Membership Interest shall have a minimum stated value of $10, such that all Membership Interests shall represent a minimum stated value of $1,000. The initial Membership Interest of each Member is set forth in Section 3.1.

“Person” or “Persons” shall mean a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental

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subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign, in accordance with Section 18-101(12) of the Act.

ARTICLE III

Members

Section 3.1. Members. The names and respective Membership Interests of the initial Members of the Company are as follows:

Membership

Member Interest

Noble Midstream Services, LLC 100%

Section 3.2. Additional Members and Membership Interests. Additional Persons may be admitted to the Company as Members and Membership Interests may be created and issued to such persons on such terms and conditions as the Members shall determine and as shall be reflected in an appropriate amendment to this Agreement which is approved by all the Members.

Section 3.3. Liability of Members. No Member shall be liable for the debts, liabilities, contracts or other obligations of the Company.

Section 3.4. Limitations on Members. Other than as specifically provided for in this Agreement or the Act, no Member shall: (i) be permitted to take part in the business or control of the business or affairs of the Company; (ii) have any voice in the management or operation of any Company property; or (iii) have the authority or power to act as agent for or on behalf of the Company or any other Member, to do any act which would be binding on the Company or any other Member, or to incur any expenditures on behalf of or with respect to the Company.

ARTICLE IV

Capitalization

Section 4.1. Contributions. The Members may, from time to time, (i) make such contribution of cash or other property to the Company or (ii) loan funds to the Company, as the Members may determine in their sole and absolute discretion; provided, that the Members are under no obligation whatsoever, either express or implied, to make any such contribution or loan to the Company.

Section 4.2. Advances by Members. If the Company does not have sufficient cash to pay its obligations or is otherwise in need of working capital, any Member that may agree to do so may advance all or part of the needed funds to or on behalf of the Company. In the absence of any written agreement to the contrary, an advance described in this Section 4.3 shall constitute a loan from the Member to the Company and shall bear interest from the date of the advance until the date of payment at a rate per annum agreed to by the Members and such Member and shall not constitute a part of such Member's Capital Contribution.

Section 4.3. Withdrawal and Return of Capital Contribution. No Member shall be entitled to (a) withdraw from the Company, (b) transfer or assign the Member's interest in the Company except in accordance with Article VIII, or (c) the return of the Member's Capital Contributions except to the extent, if any, that distributions made pursuant to the express terms of this Agreement may be considered as such by law or as expressly provided for in this Agreement. No interest shall accrue on any Capital Contributions.

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ARTICLE V

Allocations and Distributions

Section 5.1. Allocations of Profits and Losses. Except as may otherwise be required by applicable Treasury regulations (including Treasury regulations applicable to allocations attributable to Company indebtedness), all profits and losses and all related items of income, gain, loss, deduction, and credit of the Company shall be allocated, charged, or credited among the Members in proportion to their respective Membership Interests.

Section 5.2. Distributions. The Company may distribute funds to the Members at such times and in such amounts as the Members shall determine to be appropriate. Except as provided in Section 5.3, any such distributions shall be made to the Members in proportion to their respective Membership Interests at the time of the distribution with no priority as to any Member.

Section 5.3. Liquidating Distributions. Distributions made in the course of liquidating the Company shall be made in accordance with Section 10.2.

ARTICLE VI

Meetings of Members

Any Member may call meetings of the Members at such times and locations and for such purposes as such Member shall determine to be appropriate and in the best interests of the Company.

ARTICLE VII

Management

Section 7.1. Management of the Company. Except to the extent otherwise provided for herein, the business, property, and affairs of the Company shall be managed by the Members. The actions of any Member taken in accordance with the provisions of this Agreement shall bind the Company unless (a) the Member so acting has in fact no authority to act for the Company in the particular matter and (b) the Person with whom such Member is dealing has knowledge of the fact that such Member has no such authority. Notwithstanding the foregoing, the vote of a Majority in Interest of the Members shall be required with respect to any of the following matters:


(a)	Approval of a Fundamental Change;


(b)	Admission of a new Member;


(d)	Amendment of the Certificate or this Agreement.

Section 7.2. Liability of Members. The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided for in the Act.

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Section 7.3. Officers. The Members may designate one or more individuals (who may or may not be a Member, or a resident of the State of Delaware) to serve as officers of the Company, who shall have such titles and exercise and perform such powers and duties as shall be assigned to them from time to time by the Members. Any officer may be removed by at the Members any time, with or without cause. The term of an officer's service, as well as the salary and other compensation, if any, to be paid an officer shall be determined by the Members. Such officers shall have only the limited authority so delegated to such officers by the Members, and such officer's actions shall be subject to ratification by the Members.

ARTICLE VIII

Assignments of Membership Interests

No Member's Membership Interest shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the Members, the granting or denying of which shall be in such other Members' sole discretion, and any attempt by a Member to assign its interest without such consent shall be void ab initio.

ARTICLE IX

Accounting and Tax Matters

Section 9.1. Books and Records. The Members shall cause the Secretary of the Company to maintain books and records as required by and in accordance with the Act. Such books shall be kept at the principal office of the Company and shall be maintained in accordance with the terms of this Agreement. The fiscal year of the Company shall be the calendar year.

Section 9.2. Capital Accounts. At any time that there are two or more Members, an individual capital account (a “Capital Account”) shall be maintained by the Company for each Member to which shall be credited each Member's Capital Contributions when made and each Member's share of Company profits and against which shall be charged each Member's share of Company losses and any distributions made to such Member. Each Capital Account shall be kept by the Members in the manner required under Treasury Regulation Section 1.704‑1(b)(2)(iv).

Section 9.3. Tax Status. For federal or applicable state income tax purposes, the Company shall be either treated as a partnership pursuant to Treasury Regulation Section 301.7701-3(b)(1)(i) or disregarded as an entity separate from its Members pursuant to Treasury Regulation Section 301.7701-3(b)(1)(ii), depending on the federal and applicable state tax status of the Members.

ARTICLE X

Dissolution, Liquidation and Termination

Section 10.1. Dissolution. The Company shall be dissolved upon the occurrence of any of the following:

(a) The consent in writing of all the Members.

(b) The adjudication of bankruptcy or insolvency of the Company or the assignment by the Company for the benefit of creditors.

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Section 10.2. Liquidation and Termination. Upon dissolution of the Company, the Members shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of Members. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Company's assets, liabilities and operations through the end of the day on which the dissolution occurs or the final liquidation is completed, as appropriate.

(b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, all remaining assets shall be distributed to the Members. If there are two or more Members at such time, each Member's Capital Account shall first be adjusted by (i) assuming the sale of all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of dissolution of the Company and (ii) debiting or crediting each Member's Capital Account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of dissolution of the Company at its fair market value by the appraiser selected in the manner provided above) distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be in cash or in kind as determined by the liquidator.

(c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time.

(e) Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall cause the cancellation of the Company with the Delaware Secretary of State and take such other actions as may be necessary to terminate the Company.

The distribution of cash and/or property to the Members in accordance with the provisions of this Section 10.2 shall constitute a complete return to the Members of their respective Membership Interests and all Company property.

ARTICLE XI

Amendments

The Certificate and this Agreement may be amended or repealed, or a new Certificate or Agreement may be adopted, only by a written instrument executed by a Majority in Interest of the Members.

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ARTICLE XII

Miscellaneous

Section 12.1. Notices. Except as otherwise expressly provided in this Agreement, all notices, demands, requests, or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be given either (a) in person, (b) by United States mail, (c) by fax or similar means (with signed confirmed copy to follow by mail in the same manner as prescribed by clause (b) above) or (d) by expedited delivery service (charges prepaid) with proof of delivery. The Company's address for notice shall be the principal place of business of the Company. Each Member's address for notices and other communications shall be that set forth below such Member's name on the signature page hereto. Any Member may change its address for notices and communications by giving notice in writing, stating its new address for notices, to the other Members. For purposes of the foregoing, any notice required or permitted to be given shall be deemed to be delivered and given on the date actually delivered to the address specified in this Section 12.1.

Section 12.2. Partition. Each of the Members hereby irrevocably waives for the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

Section 12.3. Entire Agreement. The Certificate and this Agreement constitute the full and complete agreement of the parties hereto with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the Company, whether oral or written.

Section 12.4. No Waiver. The failure of any Member to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Member's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Section 12.5. No Third Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective successors and permitted assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 12.6. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.

Section 12.7. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

Section 12.8. Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

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[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned Members of the Company have executed this Agreement as of the date first set forth above.

MEMBER:

NOBLE MIDSTREAM SERVICES, LLC

By: /s/ Aaron G. Carlson

Name: Aaron G. Carlson

Title: General Counsel and Secretary

Address for Notice:

1001 Noble Energy Way

Houston, Texas 77070

SIGNATURE PAGE TO

LIMITED LIABILITY COMPANY AGREEMENT OF

LARAMIE RIVER LLC

Exhibit 10.27

FIRST AMENDED AND RESTATED LOW PRESSURE GAS GATHERING AND COMPRESSION AGREEMENT

consisting of the

FIRST AMENDED AND RESTATED TERMS AND CONDITIONS RELATING TO
LOW PRESSURE GAS GATHERING AND COMPRESSION SERVICES

taken together with an applicable

AGREEMENT ADDENDUM

that references these Agreement Terms and Conditions

now or in the future effective

TABLE OF CONTENTS



ARTICLE 1 DEFINITIONS		2
Section 1.1	Definitions	2
Section 1.2	Other Terms	16
Section 1.3	References and Rules of Construction	16

ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION		17
Section 2.1	Producer’s Dedications	17
Section 2.2	Conflicting Dedications	17
Section 2.3	Producer’s Reservation	18
Section 2.4	Releases from Dedication	19
Section 2.5	Covenants Running with the Land	21
Section 2.6	Recording of Agreement	22

ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS		22
Section 3.1	Development Report; System Plan; Meetings	22
Section 3.2	Cancellation of Planned Wells and Planned Separator Facilities	27
Section 3.3	Temporary Services.	27
Section 3.4	Cooperation	29
Section 3.5	Grant of Access; Real Property Rights	29

ARTICLE 4 MEASUREMENT DEVICES		30
Section 4.1	Measurement Devices.	30
Section 4.2	Measurement Procedures	33
Section 4.3	Product Meter Adjustments	35

ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PERODUCTION		35
Section 5.1	Limitations on Service to Third Parties	35
Section 5.2	Tender of Dedicated Production	36
Section 5.3	Services; Service Standard	36
Section 5.4	Nominations, Scheduling, Balancing and Curtailment	37
Section 5.5	Suspension/Shutdown of Service	41
Section 5.6	Marketing and Transportation	42
Section 5.7	No Prior Flow of Product in Interstate Commerce	42

ARTICLE 6 FEES		42
Section 6.1	Fees	42
Section 6.2	Fee Adjustments Redetermination.	42
Section 6.3	Treatment of Byproducts, L&U, Fuel and Related Matters	45



ARTICLE 7 QUALITY AND PRESSURE SPECIFICATIONS		46
Section 7.1	Quality Specifications	46
Section 7.2	Failure to Meet Specifications	47
Section 7.3	Indemnification Regarding Quality	47

ARTICLE 8 TERM		48
Section 8.1	Term	48
Section 8.2	Effect of Termination or Expiration of the Term	48

ARTICLE 9 TITLE AND CUSTODY		48
Section 9.1	Title	48
Section 9.2	Custody	49

ARTICLE 10 BILLING AND PAYMENT		49
Section 10.1	Statements	49
Section 10.2	Payments	50
Section 10.3	Adequate Assurances	51
Section 10.4	Audit	51

ARTICLE 11 REMEDIES		52
Section 11.1	Suspension of Performance; Temporary Release from Dedication	52
Section 11.2	No Election	53
Section 11.3	Direct Damages	53

ARTICLE 12 FORCE MAJEURE		53
Section 12.1	Force Majeure	53
Section 12.2	Extension Due to Force Majeure	54

ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE		54
Section 13.1	Changes in Applicable Law	54
Section 13.2	Unprofitable Operations and Rights of Termination.	55

ARTICLE 14 REGULATORY STATUS		59
Section 14.1	Non-Jurisdictional System	59
Section 14.2	Government Authority Modification	59

ARTICLE 15 INDEMNIFICATION AND INSURANCE		59
Section 15.1	Reciprocal Indemnity	59
Section 15.2	Indemnification Regarding Third Parties	60
Section 15.3	Penalties	60
Section 15.4	Insurance	61



ARTICLE 16 ASSIGNMENT		61
Section 16.1	Assignment of Rights and Obligations under this Agreement	61
Section 16.2	Pre-Approved Assignments	62
Section 16.3	Change of Control	64

ARTICLE 17 OTHER PROVISIONS		65
Section 17.1	Relationship of the Parties	65
Section 17.2	Notices	65
Section 17.3	Entire Agreement; Conflicts	66
Section 17.4	Waivers; Rights Cumulative	66
Section 17.5	Amendment	66
Section 17.6	Governing Law; Arbitration	66
Section 17.7	Parties in Interest	67
Section 17.8	Preparation of Agreement	67
Section 17.9	Severability	67
Section 17.10	Counterparts	67
Section 17.11	Confidentiality	67

EXHIBITS
EXHIBIT A	RESERVED
EXHIBIT B	DOWNTIME FEE REDUCTION
EXHIBIT C	OPERATING PRESSURE FEE REDUCTION
EXHIBIT D	INSURANCE
EXHIBIT E	FORM OF RECORDING MEMORANDUM

FIRST AMENDED AND RESTATED TERMS AND CONDITIONS RELATING TO
LOW PRESSURE GAS GATHERING AND COMPRESSION SERVICES

These FIRST AMENDED AND RESTATED TERMS AND CONDITIONS RELATING TO LOW PRESSURE GAS GATHERING AND COMPRESSION SERVICES (these “Agreement Terms and Conditions”) are dated as of November 14, 2019 (the “T&C Effective Date”) and (i) shall be effective with respect to each Agreement Addendum to which these Agreement Terms and Conditions are incorporated into and made a part, and shall replace and supersede any previous Agreement Terms and Conditions as of the T&C Effective Date, (ii) shall apply to any subsequently executed Agreement Addendum entered into by any Producer and any Midstream Co. expressly referencing and incorporating these Agreement Terms and Conditions, and (iii) taken together with each such existing or future Agreement Addendum shall constitute, in each case, a single Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.

Recitals:


A.	Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area (defined below) that require services related to the low pressure gathering and compressing of Product (defined below).


B.	Producer wishes to obtain such low pressure gathering and compression services from each Midstream Co (defined below) that executes and delivers an Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Agreement Addendum.


C.	Producer desires to dedicate all Dedicated Production (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below) for the provision of low pressure gathering and compression services.


D.	Each Midstream Co that executes and delivers an Agreement Addendum owns and operates an Individual System that gathers gas from certain oil and gas leases and other interests.

Agreements:

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, the mutual agreements in this Agreement, and other good and valuable consideration, the

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receipt and sufficiency of which are hereby acknowledged, Midstream Co, and Producer hereby agree as follows:

Article 1
Definitions

Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

“Adequate Assurance of Performance” has the meaning given to it in Section 10.3.

“Adjustment Year” has the meaning given to it in Section 6.2(a)(ii).

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. The following sentence shall not apply to the term “Affiliate” as used in Section 2.2(b) or the definition of “Conflicting Dedication”: Producer and its subsidiaries (other than OpCo and its subsidiaries), on the one hand, and OpCo and its subsidiaries, on the other, shall not be considered Affiliates of each other for purposes of this Agreement.

“Agreement” means the applicable Agreement Addendum taken together with these Agreement Terms and Conditions, as modified by such Agreement Addendum.

“Agreement Addendum” means each Agreement Addendum by and between a Producer and a Midstream Co that expressly states that it is governed by these Agreement Terms and Conditions.

“Agreement Addenda” shall be the collective reference to each Agreement Addendum then in effect.

“Agreement Terms and Conditions” has the meaning given to it in the introductory paragraph.

“API” means American Petroleum Institute.

“Beneficiary” has the meaning given to it in Section 4.1(g).

“Btu” means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.65 Psia and determined on a gross, dry basis.

“Business Day” means a Day (other than a Saturday or Sunday) on which federal reserve banks are open for business.

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“Cancellation Costs” has the meaning given to it in Section 3.2(a).

“Cancellation Date” has the meaning given to it in Section 3.2(a).

“Cash-out Price” has the meaning given to it in Section 5.4(i).

“Claiming Party” has the meaning given to it in the definition of “Force Majeure”.

“Communications” has the meaning given to it in Section 17.2.

“Complete” and “Completion” mean, with respect to a Well connection, Separator Facility connection, Facility Expansion or other facility(ies), that all construction, installation and testing work has been completed in a good and workmanlike manner and the Well connection, Separator Facility connection, Facility Expansion or other facility(ies), as the case may be, is ready to provide Services hereunder.

“Completed Connection” has the meaning given to it in Section 3.1(d).

“Conditional Amount” has the meaning set forth in Section 10.1(a).

“Conflicting Dedication” means any agreement, commitment, or arrangement (including any volume commitment) that requires services to be provided to Producer’s owned or Controlled Product on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under such dedication is to deliver Product from the tailgate of the System or any other point that is a Delivery Point hereunder. A right of first refusal in favor of an entity other than Original Producer, OpCo, or any of their Affiliates shall be deemed to be a “Conflicting Dedication” if Affiliates of Original Producer are prohibited from providing Services pursuant to the applicable agreement creating such right of first refusal.

“Control” (including the term “Controlled”) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Product, such Product produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Product and Producer elects or is obligated to market such Product on behalf of the applicable Third Party or Affiliate.

“Credit-Worthy Person” means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one

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of which must be either Standard & Poor’s or Moody’s (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Midstream Co).

“Crude Oil” means crude oil produced from oil or gas wells in the Dedication Area and Controlled by Producer, in its natural form, which may include Flash Gas naturally produced therewith.

“Crude Oil Gathering System” means the Crude Oil gathering system used to provide Crude Oil gathering services to Producer.

“Curtailment Allowance” has the meaning given to it in Section 6.2(c)(ii).

“Curtailment Percentage” has the meaning given to it in Section 6.2(c)(iii).

“Day” means a 24-hour period of time from 9:00 a.m. Central Time on a calendar day until 9:00 a.m. Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.

“Dedicated Production” means (a) Product owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate under the Control of Producer, (b) Product produced within the Dedication Area that is owned by a Third Party and under the Control of Producer, and (c) Purchased Dedicated Production. Notwithstanding the foregoing, (i) any Product that was released pursuant to the Releases of Dedication shall not be included in this definition of “Dedicated Production”, (ii) any Product that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Production” immediately upon the effectiveness of such permanent release, and (iii) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any Product that is so assigned shall cease to be included in X’s “Dedicated Production” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s Dedicated Production as of the effective date of such assignment.

“Dedicated Properties” means the interests held by Producer or its Affiliates in the oil and gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, (a) any interest that was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedicated Properties” for the duration of such temporary release, (b) any interest that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Properties” immediately upon the effectiveness of such permanent release, and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any

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interest that is so assigned shall cease to be included in X’s “Dedicated Properties” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s Dedicated Properties as of the effective date of such assignment.

“Dedications” means the Product Dedication and the Real Property Dedication together, and “Dedication” means the Product Dedication or the Real Property Dedication, as applicable.

“Dedication Area” means, with respect to this Agreement, the area described on the applicable Agreement Addendum. Notwithstanding the foregoing, (a) any acreage that was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedication Area” for the duration of such temporary release (b) any acreage that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedication Area” immediately upon the effectiveness of such permanent release and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s “Dedication Area” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s Dedication Area as of the effective date of such assignment.

“Delivery Point” means the point at which custody transfers from Midstream Co to or for the account of Producer, as each such point is identified in the applicable Agreement Addendum. The custody transfer point may include (a) the facilities of a Downstream Facility, (b) with respect to Drip Condensate, oil tanks, (c) the facilities of a gas processing facility, or (d) any other point as may be mutually agreed between the Parties. The Delivery Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Midstream Co, and additional points may become Delivery Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.

“Demanding Party” has the meaning given to it in Section 10.3.

“Development Report” has the meaning given to it in Section 3.1(a).

“Downstream Facility” means any pipeline downstream of any Delivery Point on the System.

“Downtime Event” means (a) with respect to any Facility Segment, or, as applicable, all of the Facilities Segments of an Individual System, a period during which Midstream Co is unable to receive Product into the central facility of such Facility Segment for a reason other than (i) Force Majeure, (ii) an event or condition downstream of the Individual System of which such Facility Segment is a part that was not caused by Midstream Co, (iii) planned maintenance for which Midstream Co provided notice as described in Section 5.5(b)(ii), or (iv) Producer’s production

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exceeding the production forecast in the Development Report on which the applicable Facility Segment was based; or (b) the pressure of an Individual System is greater than the Target Pressure.

“Drip Condensate” means that portion of Producer’s owned or Controlled Product that is received into the System (without manual separation or injection) that condenses in, and is recovered from, the System as a liquid.

“Effective Date” has the meaning given to it in the applicable Agreement Addendum.

“Escalation Percentage” means 102.5%.

“Excluded Amounts” means Midstream Co’s general and administrative costs and any costs for design or construction of facilities that can be used to connect other Planned Wells or Planned Separator Facilities in the Development Report that Producer at such time intends to develop.

“Facility Expansion” means the expansion of an existing facility or pipeline, or construction of a new facility or pipeline, which is utilized by more than one Well or Planned Well.

“Facility Segment” means each segment of an Individual System comprised of facilities beginning at a Receipt Point and ending at a Delivery Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System.

“First Development Report” means the first report delivered by Original Producer to Midstream Co that satisfies the requirements for a Development Report in Section 3.1(a) and Section 3.1(b) (an “Original Report”) and, in the event that Producer assigns all or any part of the Dedicated Properties to a Producer Assignee, then with respect to such Producer Assignee, the First Development Report shall not refer to the Original Report but rather to the first Development Report delivered by such Producer Assignee to Midstream Co that satisfies the requirements for such report in Section 3.1(a) and Section 3.1(b).

“Flash Gas” means any gas vaporized from Crude Oil after production that has been collected in the Crude Oil Gathering System and delivered into the Individual System. If at any time Midstream Co is not providing gathering services to Producer in the Dedication Area with respect to Crude Oil, there will be no Flash Gas delivered into the Individual System.

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landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts of a public enemy, acts of terror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate obstruction or blockages of any kind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of the Claiming Party that affect the timing of production or production levels; (k) failure, disruption, allocation, prorationing, curtailment, or unavailability of downstream transportation or pipeline capacity; (l) action or restraint by any Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable, such action or restraint), (m) delays or failures by a Governmental Authority to grant Permits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to make any required filings with such Governmental Authority relating to such Permits, and (n) delays or failures by the Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System (or any Individual System) from Third Parties, so long as the Claiming Party has used its commercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party’s control.

“Gallon” means one U.S. Standard gallon.

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental, regulatory (including self-regulatory) or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“Gross Heating Value” means the number of Btu produced by the combustion, at a constant pressure, of the amount of Product that would occupy a volume of 1 cubic foot saturated with water vapor under standard gravitational force at a temperature of 60 degrees Fahrenheit and at a pressure of 14.65 Psia, with air of the same temperature and pressure as the Product, when the products of combustion are cooled to the initial temperature of the Product and air and when the water formed by combustion is condensed to the liquid state. Hydrogen sulfide shall be deemed to have no heating value.

“Group” means (a) with respect to Midstream Co, the Midstream Co Group, and (b) with respect to Producer, the Producer Group.

“Inbound Acreage” has the meaning given to it in Section 16.2(b)(i).

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“Individual Fee” means the rate for each Individual System set forth on the applicable Agreement Addendum, as such rate may be adjusted from time to time in accordance with the provisions of this Agreement or the applicable Agreement Addendum.

“Individual System” means the portion of the System beginning at the Receipt Points and ending at the Delivery Points. The Individual Systems in existence on the Effective Date are more particularly described in writing between Producer and Midstream Co. Additional Individual Systems may be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced in writing between Producer and Midstream Co.

“Initial Flowback Target Pressure” means, with respect to any Individual System, the pressure set forth on the applicable Agreement Addendum, which such stated “Initial Flowback Target Pressure” shall be the Target Pressure at each Receipt Point for the period of time from first delivery of Dedicated Production from a Well to such Receipt Point until the initial flowback of such Well ceases (but in no event shall the initial flowback of a Well extend greater than a two month period from the date of first delivery of Dedicated Production from a Well for the purpose of establishing the Target Pressure hereunder).

“Initial Term” has the meaning given to it in Section 8.1.

“Interest Rate” means, on the applicable date of determination, the prime rate (as published in the “Money Rates” table of The Wall Street Journal, eastern edition, or if such rate is no longer published in such publication or such publication ceases to be published, then as published in a similar national business publication as mutually agreed by the Parties) plus an additional two percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).

“Interruption Conditions” has the meaning given to it in Section 2.4(b).

“Invoice Month” has the meaning given to it in Section 10.1(a).

“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority.

“Lease Acres” has the meaning given to it in Section 16.2(b)(i)(A).

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otherwise, and under any theory of tort, contract, breach of contract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.

“MAOP” means maximum allowable operating pressure for the applicable Individual System, or relevant Facility Segment, as specified in the applicable Agreement Addendum.

“Mcf” means one thousand Standard Cubic Feet.

“Measurement Device” means the meter body (which may consist of an orifice meter or ultrasonic meter), Product metering device, tube, orifice plate, connected pipe, tank strapping, and fittings used in the measurement of Product flow, volume, and Btu content.

“Measurement Point” means the Measurement Device that the Parties have agreed in writing will measure the volume of Product moving through the Individual System.

“Midstream Co” means the Original Midstream Co, together with its permitted successors and assigns, including any Midstream Co Assignee.

“Midstream Co Assignee” means any Third Party to whom Midstream Co assigns its rights and obligations in accordance with this Agreement.

“Midstream Co Group” means Midstream Co, its Affiliates, and the directors, officers, employees, and agents, of Midstream Co and its Affiliates; provided that all subsidiaries of OpCo that do not hold equity in Midstream Co shall be excluded from this definition.

“MMBtu” means one million Btu.

“Modification” has the meaning given to it in Section 3.1(c).

“Month” means a period of time from 9:00 a.m. Central Time on the first Day of a calendar month until 9:00 a.m. Central Time on the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.

“Monthly Loss/ Gain Report” means, with respect to any Invoice Month, the report delivered pursuant to Section 10.1(d), which shall include statements of the following with respect to such Invoice Month: (a) the System L&U, (b) the System Fuel and Other System Fuel used by Midstream Co in the operation of the Individual System, (c) the Product actually burned as Process Flare, and (d) to the extent required by a writing signed by Producer and Midstream Co, the Drip Condensate, and Flash Gas recovered by Midstream Co and returned to Producer. With respect to any allocated volumes (specifically, those described in clauses (c) and, if applicable, (d)), the information included

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shall be of sufficient detail such that Producer may verify that the allocation procedures then in effect for the applicable Invoice Month were applied.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business.

“Net Acres” means (a) with respect to any oil and gas lease in which Producer (or an Affiliate of Producer) has an interest, (i) the number of gross acres in the lands covered by such oil and gas lease, multiplied by (ii) the undivided percentage interest in oil, gas and other minerals covered by such oil and gas lease, multiplied by (iii) Producer’s (or its Affiliate’s) working interest in such oil and gas lease, and (b) with respect to any mineral fee interest of Producer (or an Affiliate of Producer), (i) the number of gross acres in the lands covered by such mineral fee interest, multiplied by (ii) the undivided percentage interest of Producer (or its Affiliate) in oil, gas and other minerals in such lands.

“Net Revenue Acres” has the meaning given to it in Section 16.2(b)(i)(A).

“Non-Demanding Party” has the meaning given to it in Section 10.3.

“Operating Target Pressure” means, with respect to any Individual System, the pressure set forth on the applicable Agreement Addendum, which such stated “Operating Target Pressure” shall be the pressure for the applicable Individual System in the System Plan at all times that the Initial Flowback Target Pressure is not in effect.

“On-Line Deadline” has the meaning given to it in Section 3.1(d).

“OpCo” means Noble Midstream Services, LLC, together with its permitted successors and assigns.

“Original Midstream Co” means the entity identified as the “Midstream Co” in the applicable Agreement Addendum as of the Effective Date.

“Original Producer” means Noble Energy, Inc., a Delaware corporation, as successor in interest to Rosetta Resource Operating LP, a Delaware limited partnership, and its successors and permitted assigns.

“Original Report” has the meaning set forth in the definition of “First Development Report.”

“Other System Fuel” means all actual Product measured and used as fuel by Midstream Co for Other Services. To the extent any Product is used as fuel and is not System Fuel but such fuel has not been measured, such Product shall be System L&U.

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“Other Services” means services that (i) are not Services, (ii) are provided to Producer or any of its Affiliates, and (iii) pertain to the production of oil, other hydrocarbons, water, and waste products from the production of hydrocarbons.

“Outbound Acreage” has the meaning given to it in Section 16.2(b)(i).

“Overage Period” has the meaning given to it in Section 5.4(d)(ii).

“Owner” has the meaning given to it in Section 4.1(g).

“Party” or “Parties” with respect to each Agreement Addendum shall mean the applicable Producer and the applicable Midstream Co. Unless expressly stated otherwise, references to “Parties” shall not refer to all parties to all Agreements governed hereby. Rather, references to “Parties” shall refer only to such Parties as determined by the applicable Agreement Addendum.

“Period of Five Years” means, with respect to any report delivered hereunder, the period from the first Day of the fiscal quarter during which such report is required to be delivered until the fifth anniversary thereof.

“Period of Two Years” means, with respect to any report delivered hereunder, the period beginning on the first Day of the fiscal quarter during which such report is required to be delivered and ending 24 Months after such date.

“Permits” means any permit, license, approval, or consent from a Governmental Authority.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority, or any other entity.

“Planned Separator Facility” has the meaning given to it in Section 3.1(b)(i).

“Planned Well” has the meaning given to it in Section 3.1(b)(i).

“Pressure Overage Percentage” means an amount equal to the quotient of (a) the difference between (i) the highest actual operating pressure of the applicable Facility Segment, as measured at the applicable Receipt Point(s), sustained during any Overage Period and (ii) the Target Pressure for such Facility Segment divided by (b) the Target Pressure for such Facility Segment.

“Priority One Service” means service that has the highest priority call on capacity of all or any relevant portion of the Individual System, which service shall not be subject to interruption or curtailment (subject to Section 5.5) by Midstream Co, and which (subject to Section 5.3(c)) service has a higher priority over any other level of service established on the Individual System.

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“Process Flare” means the Product flared by Midstream Co (a) in its discretion in light of safety, environmental or maintenance considerations or (b) at the direction of Producer.

“Producer” means the Original Producer, together with its permitted successors and assigns, including any Producer Assignee.

“Producer Assignee” means any Person to whom Original Producer or any subsequent Producer sells, assigns, or otherwise transfers acreage subject to the Dedications.

“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer and its Affiliates.

“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be installed or operated by Producer).

“Product” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons, including Flash Gas and, unless otherwise expressly provided herein, liquefiable hydrocarbons and Drip Condensate, and including inert and noncombustible gases.

“Product Dedication” means the dedication and commitment made by Producer pursuant to Section 2.1(a).

“Proposed Transaction” has the meaning given to it in Section 16.2(b).

“Psia” means pounds per square inch absolute.

“Purchased Dedicated Production” means Product produced by a Third Party that (a) either (i) has been purchased by Producer or (ii) the Parties have mutually agreed should be considered “Dedicated Production,” and (b) for which the Parties have agreed upon a Receipt Point for delivery into the Individual System.

“Real Property Dedication” means the dedication and commitment made by Producer pursuant to the first sentence in Section 2.1(b) and pursuant to Section 2.5.

“Receipt Point” means the point at which custody transfers from Producer to Midstream Co as set forth in the applicable Agreement Addendum. The custody transfer point may include: (a) the flange at which the applicable Separator Facility or Well connects to the System, (b) the upstream flange at the Measurement Point agreed by the Parties, or (c) any other point as may be mutually agreed between the Parties. The Receipt Points in existence on the Effective Date shall be set forth in writing between Producer and Midstream Co, and additional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities

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in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Receipt Points by mutual agreement.

“Redetermination Deadline” has the meaning given to it in Section 6.2(a)(ii).

“Redetermination Proposal” has the meaning given to it in Section 6.2(a)(i).

“Redetermined Individual Fee” has the meaning given to it in Section 6.2(a)(i).

“Reimbursed Amount” has the meaning given to it in Section 10.1(a).

“Release Conditions” has the meaning given to it in Section 2.4(a).

“Releases of Dedication” means those certain releases of dedication, executed by and among Original Producer, OpCo and certain of OpCo’s subsidiaries, pursuant to Section 2.4(a) prior to March 31, 2016.

“Rules” has the meaning given to it in Section 17.6.

“Separator Facility” means the surface facility where the Product produced from one or more Wells in the Dedication Area is collected and gas and water are separated from the Crude Oil. A Separator Facility may be known by the Original Producer as an econode but may also refer to a well pad or other facility from which Product is delivered into the System.

“Services” means: (a) the receipt of Producer’s owned or Controlled Product at the Receipt Points and the collection of any Drip Condensate; (b) the receipt of Flash Gas into the System; (c) the gathering and compressing of such Product and the collection of any Drip Condensate in the Individual System; (d) the redelivery of Product with a Thermal Content specified in Section 5.3; (e) the delivery of Drip Condensate into the Crude Oil Gathering System at an appropriate Delivery Point, if applicable, or into Drip Condensate storage tanks; and (f) the other services to be performed by Midstream Co in respect of such Product as set forth in this Agreement, all in accordance with the terms of this Agreement (including any services with respect to the Thermal Content of the received or delivered Product and Drip Condensate, metering services, other services to account for System L&U, System Fuel, Process Flare, and if agreed upon by Producer and Midstream Co in writing, Flash Gas and Drip Condensate, that may result in a reduction of or an increase to the redelivered Product pursuant to Section 5.3).

“Services Fee” means, collectively, the fees described in Section 6.1.

“Spacing Unit” means the area fixed for the drilling of one Well by order or rule of any applicable Governmental Authority, or (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Producer in its reasonable discretion.

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“Standard & Poor’s” means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., or any successor to its statistical rating business.

“Standard Cubic Foot” means that quantity of Product that occupies one cubic foot of space when held at a base temperature of 60 degrees Fahrenheit and a pressure of 14.65 Psia.

“State” means the state in which the Individual System is located.

“System” means all Individual Systems described in all of the Agreement Addenda, collectively, including: (a) pipelines; (b) to the extent stated in Section 5.4(d), compression facilities; (c) central gathering facilities; (d) controls; (e) Delivery Points, meters and measurement facilities; (f) owned condensate collection and storage facilities; (g) easements, licenses, rights of way, fee parcels, surface rights and Permits; and (h) all appurtenant facilities, in each case, that are owned, leased or operated by each Midstream Co to provide Services to Producer or Third Parties, as such gathering system and facilities are modified or extended from time to time to provide Services to Producer pursuant to the terms hereof or to Third Parties, including the Facility Segments operated under this Agreement by each Midstream Co specified in the Agreement Addenda.

“System Fuel” means all actual Product used as fuel for the System, including Product used as fuel for compressor stations stated in MMBtu. To the extent any Product is used as fuel and is not Other System Fuel but such fuel has not been measured, such Product shall be System L&U.

“System L&U” means any Product, in terms of MMBtu, received into the System that is lost or otherwise not accounted for incident to, or occasioned by, the gathering, compressing, and redelivery, of Product, including Product used as fuel to the extent not measured by Midstream Co, Product released through leaks, instrumentation, relief valves, flares and blow downs of pipelines, vessels and equipment, measurement losses or inaccuracies, or is vented, flared or lost in connection with the operation of a pipeline (including process flare gas); provided that to the extent Producer instructs Midstream Co to flare gas, such Process Flare shall not constitute System L&U. Notwithstanding the foregoing, in no event shall the System L&U allocated to Producer in any Month exceed the amount set forth on the applicable Agreement Addendum under the heading “Producer’s System L&U Cap”.

“System Plan” has the meaning given to it in Section 3.1(c).

“T&C Effective Date” has the meaning given to it in the introductory paragraph.

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to any Planned Separator Facility or, with respect to any Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described in a First Development Report that is not the Original Report, 18 Months after the date of such First Development Report, unless Midstream Co consents to a shorter time period, and (c) with respect to any Planned Separator Facility or, with respect to any Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 18 Months after the date of the Development Report that initially reflects the Planned Separator Facility or Planned Well, as applicable, unless Midstream Co consents to a shorter time period.

“Target Pressure” means, with respect to any Individual System, the Initial Flowback Target Pressure or the Operating Target Pressure then in effect.

“Tender” means the act of Producer’s making Product available or causing Product to be made available to the System at a Receipt Point. “Tendered” shall have the correlative meaning.

“Term” has the meaning given to it in Section 8.1.

“Thermal Content” means, for Product, the product of the measured volume in Mcfs multiplied by the Gross Heating Value per Mcf, adjusted to the same pressure base of 14.65 Psia and expressed in MMBtu; and for a liquid, the product of the measured volume in Gallons multiplied by the Gross Heating Value per Gallon determined in accordance with the GPA 2145-09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised from time to time.

“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to this Agreement.

“Third Party Assignment” has the meaning given to it in Section 16.1(a).

“Transaction Document” means each agreement entered into pursuant to the agreement terms and conditions related to gas gathering services, agreement terms and conditions related to oil gathering services, agreement terms and conditions related to produced water services, agreement terms and conditions related to gas processing services, agreement terms and conditions related to crude oil treating services, and agreement terms and conditions related to fresh water services, now or in the future existing between Producer and Midstream Co covering all or a portion of the Dedication Area.

“Transfer” means a sale, conveyance, assignment, exchange, farmout, disposition or other transfer of Dedicated Properties by Original Producer under Section 16.2(b). In other Sections of

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this Agreement where the term uses a lower case, the term is not intended to have such a restrictive meaning.

“Well” means a well (a) for the production of hydrocarbons, (b) that is located in the Dedication Area, (c) in which Producer owns an interest, and (d) for which Producer has a right or obligation to market Product produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or similar agreement.

“Year” means a period of time from January 1 of a calendar year through December 31 of the same calendar year; provided that the first Year shall commence on the Effective Date and run through December 31 of that calendar year, and the last Year shall commence on January 1 of the calendar year and end on the Day on which this Agreement terminates.

Section 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in Section 1.1 above have the meanings ascribed to them throughout this Agreement.

Section 1.3 References and Rules of Construction. All references in this Agreement to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import refer to this Agreement as a whole, including the applicable Agreement Addendum and all Exhibits, Appendices, and other attachments to these Agreement Terms and Conditions and the applicable Agreement Addendum, all of which are incorporated herein, and not to any particular Exhibit, Appendix, Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation.” The word “or” shall mean “and/or” unless a clear contrary intention exists. The word “from” means from and including, the word “through” means through and including, and the word “until” means until but excluding. All references to “$” or “dollars” shall be deemed references to United States dollars. The words “will” and “shall” have the same meaning, force, and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law, contract or other agreement mean such Law, contract or agreement as it may be amended, supplemented, released, revised, replaced, or otherwise modified from time to time. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to these Agreement Terms and Conditions, the date that is the reference date

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in calculating such period shall be excluded; and if the last Day of such period is not a Business Day, then such period shall end at the end of the next succeeding Business Day.

Article 2
Product Dedication and Real Property Dedication

Section 2.1 Producer’s Dedications. Subject to Section 2.2 through Section 2.4, during the Term:

(a) Product Dedication. Producer exclusively dedicates and commits to deliver to Midstream Co under this Agreement, as and when produced, all of the Dedicated Production for the performance of the Services pursuant to this Agreement and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, marketer, or other Person prior to delivery to Midstream Co at the Receipt Points.

(b) Real Property Dedication. Producer dedicates and commits the Dedicated Properties to Midstream Co and this Agreement for the performance of the Services pursuant to this Agreement. Except for the Parties’ performance of their obligations under this Agreement, no further performance is required by either Party to effectuate the Real Property Dedication.

Section 2.2 Conflicting Dedications.

(a) Notwithstanding anything in this Agreement to the contrary, Producer shall have the right to comply with (i) each of the Conflicting Dedications existing on the Effective Date of the applicable Agreement Addendum or, in the case of a Producer Assignee, the effective date of such assignment, and (ii) any other Conflicting Dedication applicable as of the date of acquisition of any oil and gas leases, mineral interests, and other similar interests within the Dedication Area that are acquired by Producer after the Effective Date of the applicable Agreement Addendum and otherwise would have become subject to the Dedications (but not any Conflicting Dedications entered into in connection with such acquisition). Without the prior written consent of Midstream Co (which shall not be unreasonably withheld), Producer shall not extend or renew any Conflicting Dedication, except that Producer shall be entitled to the automatic extension or renewal of Conflicting Dedications solely to the extent such Conflicting Dedications cover Wells existing on or before the date of such automatic extension or renewal and not with respect to any underlying acreage. If services of the type provided hereunder are being provided to Producer by a Third Party with respect to Dedicated Properties under a Conflicting Dedication, then 180 Days prior to the expiration of such Conflicting Dedication, if requested by Producer, Midstream Co and Producer shall have a Meeting of Senior Management (unless both Parties agree that a Meeting of Senior Management is not required) to assess whether Midstream Co is ready, willing and able to begin providing Services with respect to such Dedicated Properties concurrently with the anticipated expiration or termination of the applicable Conflicting Dedication. If Midstream Co cannot provide Producer such assurances,

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then within 10 Business Days after the Meeting of Senior Management, Midstream Co shall deliver to Producer a written consent to the extension of the applicable Conflicting Dedication. In no event shall Producer be required to begin using Services provided by Midstream Co on a Day other than the first Day of a Month.

(b) Certain Conflicting Dedications contain rights of first refusal or other provisions that (i) entitle Producer to a release of acreage from such Conflicting Dedication if Producer dedicates the released acreage to a Third Party or (ii) expressly prohibit Producer from dedicating such released acreage to an Affiliate of Producer. As used herein, the term “Conflicting Dedication” shall include both the original right of first refusal (or similar right) and the dedication resulting from an exercise of such right of first refusal (or similar right) so long as the resulting dedication covers the same acreage as the original Conflicting Dedication.

(c) To the extent Producer claims that a Conflicting Dedication exists with respect to certain Services on specified Dedicated Properties, Midstream Co shall have the right to review the documentation creating such Conflicting Dedication, subject to confidentiality requirements applicable to such Conflicting Dedication.

Section 2.3 Producer’s Reservation. Producer reserves the following rights respecting Dedicated Production for itself:

(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right to drill new Wells, repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, or cease production from or abandon any Well or surrender any applicable oil and gas lease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;

(b) to use Dedicated Production for lease operations (including reservoir pressure maintenance), gas lift operations and water treatment facility operations relating to the lands within the Dedication Area;

(c) to deliver such Dedicated Production or furnish such Dedicated Production to Producer’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments;

(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production; and

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(e) to deliver such Dedicated Production or furnish such Dedicated Production to other Persons for the high pressure gathering of Dedicated Production after its return to or for the account of Producer at a Delivery Point (and for the avoidance of doubt, Midstream Co shall have no right to provide high pressure gathering with respect to Dedicated Production while such Dedicated Production is in Midstream Co’s care, custody and control and high pressure gathering shall be expressly excluded from the Services hereunder).

Section 2.4 Releases from Dedication.

(a) Permanent Releases. Upon receipt of written notice from Producer, Midstream Co shall permanently release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit affected by one or more of the Release Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility affected by one or more of the Release Conditions, (iii) any Dedicated Properties affected by one or more of the Release Conditions and (iv) any Purchased Dedicated Production for which the Individual System has been affected by one or more of the Release Conditions. The “Release Conditions” are:

(i) Midstream Co’s election (x) pursuant to Section 3.1(c) not to provide Services for any Well or Separator Facility included in a Development Report delivered by a Producer that is not the Original Producer or (y) pursuant to Section 3.3(b) not to provide Services for (1) any Well or Separator Facility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (2) any Well or Separator Facility not described in the applicable Development Report, or (3) any excess volume of Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Midstream Co;

(ii) expiration of the Term, as further described in Article 8;

(iii) written agreement of Producer and Midstream Co, and each Party shall consider in good faith any proposal by the other Party to permanently release any Dedicated Production or Dedicated Properties;

(iv) the occurrence of a Force Majeure of any of the types described in clauses (l), (m) or (n) of the definition of “Force Majeure” affecting Midstream Co that continues for a period of 120 Days or more;

(v) Midstream Co’s interruption or curtailment of receipts and deliveries of Product from any Well or Separator Facility pursuant to Section 5.5 that continues for 90 consecutive Days (or 90 Days out of any 120 Day period), except to the extent (A) such interruption or curtailment is caused by the acts or omissions of Producer, or (B) Producer elects to reduce the Individual Fee with respect to any volumes that are affected by a Downtime Event pursuant to Section 6.2(c);

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(vi) a material default by Midstream Co that remains uncured for 90 Days or more;

(vii) Producer’s election after a rejection of any increase in the Individual Fee in accordance with Section 13.1(b); or

(viii) Midstream Co’s suspension of Services pursuant to Section 13.2(a)(ii) that extends for the period of time stated in such Section; (y) Midstream Co’s election not to connect a Planned Well or Planned Separator Facility pursuant to Section 13.2(b) or (y) Midstream Co’s election not to expand an Individual System pursuant to Section 13.2(c);

(ix) pursuant to Section 16.2 with respect to a Transfer of Dedicated Properties free of the terms, conditions and obligations of this Agreement; or

(x) pursuant to any other provision in this Agreement that grants Producer (or its Affiliates holding acreage subject to the Dedications) a permanent release.

Producer may deliver any Dedicated Production released from the Dedications pursuant to this Section 2.4(a) to such other gatherers as it shall determine.

(b) Temporary Release. Midstream Co shall temporarily release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit to the extent affected by one or more of the Interruption Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility to the extent affected by one or more of the Interruption Conditions, (iii) any Dedicated Properties to the extent affected by one or more of the Interruption Conditions, and (iv) any Purchased Dedicated Production that would have been delivered to an Individual System to the extent affected by one or more of the Interruption Conditions. The temporary release shall take effect upon written notice from Producer to Midstream Co of the occurrence of any Interruption Condition, unless expressly provided otherwise below. “Interruption Conditions” are:

(i) Midstream Co’s failure to have a Completed Connection by the applicable On-Line Deadline (other than due to Producer’s non-compliance with this Agreement);

(ii) the occurrence and continuation of an uncured material default by Midstream Co;

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Producer, or (B) Producer elects to reduce the Individual Fee with respect to any volumes that are affected by a Downtime Event pursuant to Section 6.2(c); or

(iv) until a permanent release is required under Section 2.4(a) or Section 13.2, Midstream Co’s suspension of Services pursuant to Section 13.2(a) (and, if Section 13.2(a)(i) applies, such temporary release shall continue at the discretion of Midstream Co, subject to the time limits set forth in Section 13.2(a)(i)).

(c) Arrangements in Respect of Temporary Release; Limitations of Curtailments. Producer may make alternative arrangements for the gathering of any Dedicated Production temporarily released from the Dedications pursuant to Section 2.4(b). To the extent that an interruption or curtailment can be limited to a Facility Segment, Midstream Co shall so limit such interruption or curtailment, and to the extent that Midstream Co does so limit such curtailment or interruption, the temporary release permitted by Section 2.4(b) shall only apply to the affected Facility Segment. Such temporary release shall continue until the first Day of the Month after the Month during which Midstream Co cures the applicable default or the interruption, curtailment, or suspension of Services terminates; provided that, if Producer obtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of such default, interruption, curtailment, or suspension, such release shall continue until the earlier of (A) the first Day of the Month that is six Months after the event or condition that gave rise to the interruption, curtailment or other temporary cessation has been corrected and (B) the first Day of the Month after the termination of the applicable contract with such Third Party. For the avoidance of doubt, the temporary services that Producer may obtain under Section 3.3 shall not constitute a release under the terms of this Agreement; provided that, if Producer cannot obtain such temporary services without a temporary release, Midstream Co may in its discretion grant or refuse to grant a temporary release on such terms as reasonably required by Midstream Co (including, for example, conditioning the grant of a temporary release on the establishment of a termination date for such temporary release).

(d) Evidence of Release. At the request of Producer, the Parties shall execute a release agreement reasonably acceptable to all Parties (which, in the case of a permanent release, shall be in recordable form) reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4 or pursuant to the termination of this Agreement.

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of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement and (ii) in the event Midstream Co sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Individual System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement. The Real Property Dedication is not an executory contract under Section 365 of Title 11 of the United States Code (11 U.S.C. § 365).

Section 2.6 Recording of Agreement. Producer hereby authorizes Midstream Co to record a memorandum of the Agreement and each Agreement Addendum in the form set forth on Exhibit E in the real property records of the counties in which the Dedication Area is located. Midstream Co and Producer agree that until Midstream Co provides notice to the contrary, all payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.

Article 3
System Expansion and Connection of Wells

Section 3.1 Development Report; System Plan; Meetings.

(a) Development Report. Within the later of (x) 30 Days following the execution and delivery of any new Agreement Addendum and (y) the next applicable quarterly delivery of a Development Report hereunder, Producer shall provide Midstream Co with its First Development Report, which shall describe (i) in detail, the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Two Years; and (ii) generally the long-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). No later than the 15th of each February, May, August, and November of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Midstream Co an update of the then-current report (the First Development Report, as updated in accordance with the foregoing, the “Development Report”).

(b) Development Report Content. With respect to the Dedication Area, the Development Reports shall include information as to:

(i) the Wells (each, a “Planned Well”) and Separator Facilities (each, a “Planned Separator Facility”) that Producer expects to drill or install during the applicable Period of Two Years, including the expected locations and expected completion dates thereof (which completion dates shall not be earlier than the applicable Target On-Line Dates), the expected spud date of each such Planned Well, and the date by which flow is anticipated to initiate from each such Well;

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(ii) the anticipated Daily volumes and quality characteristics of the production from any Well and Separator Facility that Producer expects to produce during the applicable Period of Two Years (calculated in accordance with generally accepted industry practices);

(iii) the Receipt Points and Delivery Points (including proposed receipt points and delivery points not yet agreed in writing among the Parties) at which Product produced from each Well or Separator Facility is expected to be delivered by or redelivered to Producer during the applicable Period of Two Years (including the proposed locations of any Receipt Points for Planned Wells and Planned Separator Facilities);

(iv) the number of Planned Wells and Planned Separator Facilities anticipated to be producing after the Period of Two Years and before the end of the Period of Five Years, broken out by an appropriate geographic area, such as a development plan area;

(v) the actual lateral length for each existing Well described in the Development Report, the anticipated lateral length for each Planned Well planned for the Period of Two Years and initial assumptions for the planned lateral length for each Planned Well anticipated to be producing after the Period of Two Years and before the end of the Period of Five Years;

(vi) the number of rigs that Producer anticipates it will operate in the Dedication Area each Year during the Period of Five Years (including reasonably sufficient detail regarding the anticipated location of such rigs to allow Midstream Co to determine which Individual System would be impacted by such rig activity);

(vii) with respect to the Period of Two Years, the anticipated date of each frac, the anticipated quantity of fresh water required to complete each frac, and the type of water required for each frac (slick, hybrid gel, gel, etc);

(viii) with respect to the Period of Two Years, the anticipated date on which Midstream Co may initiate construction or other development activities at each Well or Separator Facility in order to complete the interconnection into the Individual System;

(ix) any other information that Producer believes will reasonably assist Midstream Co with the System Plan; and

(x) such other information as may be reasonably requested by Midstream Co, and that Producer reasonably has access to or already has in its possession, with respect to Wells and Separator Facilities that Producer intends to drill or from which Producer intends to deliver Product during the Period of Two Years and Period of Five Years.

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To the extent possible, any information Producer is required to provide under this Section 3.1(b) with respect to Wells or Separator Facilities shall also include such information related to Planned Wells and Planned Separator Facilities. In addition, if appropriate to provide a complete and accurate Development Report, any information requested with respect to Planned Wells and Planned Separator Facilities shall also be provided with respect to existing Wells or Separator Facilities.

(c) System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties provided in writing to Midstream Co by or on behalf of Producer (including as a result of meetings between representatives of Midstream Co and Producer), Midstream Co shall, subject to Section 3.1(d), develop and provide quarterly updates of a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions (any of the foregoing, a “Modification” or “Modifications”) necessary in order for the applicable Individual System to be able to provide timely Services for the Product produced by the Wells and Separator Facilities described in the most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such Modifications to the System. Each System Plan shall describe (i) the Modifications required to provide timely Services for any Wells or Separator Facilities projected by the Development Report to occur within the applicable Period of Two Years; and (ii) generally, the Modifications required to provide timely Services for any Wells or Separator Facilities projected by the Development Report to occur within the applicable Period of Five Years. Midstream Co shall deliver an applicable System Plan (including any updated System Plan) to Producer promptly after each Development Report is received by Midstream Co, and in any event not later than 45 Days after Producer’s delivery to Midstream Co of each Development Report or amendment thereto. In the sole discretion of each Person serving as a Midstream Co under an Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly.

(d) On-Line Deadline. Midstream Co shall by the later of (i) (A) for each Planned Separator Facility, the date that the first Planned Well or the first Planned Separator Facility is ready for connection to the System, and (B) for each Planned Well that is not intended to be serviced by a Separator Facility, the date that such Planned Well is ready for connection to the System, and (ii) the applicable Target On-Line Date for such Planned Separator Facility or Planned Well (such later date, which shall be extended by the duration of an event of Force Majeure or by mutual written agreement of the Parties, the “On-Line Deadline”): (x) have Completed (or caused the Completion of) the necessary facilities, in accordance with the then-current System Plan, (1) to connect such Planned Separator Facility or Planned Well to the System and (2) to connect the System to each agreed Delivery Point for such Planned Separator Facility or such Planned Well, as applicable, and

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(y) be ready and able to commence all applicable Services with respect to Dedicated Production from such Planned Separator Facility or Planned Well, as applicable (collectively, the “Completed Connection”).

(f) Other System Plan Content. The System Plan (or, with respect to the allocation procedures described in clause (vi) below, the applicable writing signed by Midstream Co and Producer) shall include information as to:

(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part;

(ii) all existing and planned Receipt Points and existing and planned Delivery Points served or to be served by each such Facility Segment;

(iii) estimated gathering pressures for each applicable Facility Segment for the 12 Month period beginning on the earliest Target On-Line Date for the Wells and Separator Facilities to be serviced by such Facility Segment, and the proposed Target Pressure and the MAOP for each Individual System included in the System Plan;

(iv) all compression (to the extent stated in Section 5.4(d)) and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Individual System to the existing or planned Receipt Points and Delivery Points for all Planned Separator Facilities and, with respect to any Planned Wells not intended to be serviced by a Separator Facility, Planned Wells set forth in the most recent Development Report; (B) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; and (C) permit Product to enter the facilities of Downstream Facilities but at pressures no higher than the MAOP;

(v) the anticipated schedule for completing the construction and installation of the planned Facility Segments, Facility Expansions, and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities and Planned Wells, as applicable, included in the most recent Development Report;

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(vi) the allocation methodologies to be used by Midstream Co with respect to System L&U, System Fuel, Other System Fuel, and other allocations hereunder (including allocations with respect to Process Flare, and to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and any other allocations hereunder, and any proposed changes to the allocation methodologies that are currently in effect on the date that Midstream Co delivers a System Plan; all such allocation methodologies shall: (A) be made by Midstream Co in a commercially reasonable manner; (B) be based upon the measurements taken and quantities determined for the applicable Month for the applicable Individual System or Facility Segment; and (C) take into account one or more of the following factors for the applicable Individual System or Facility Segment: throughput volumes, total consumption of System Fuel and Other System Fuel, System L&U, the Thermal Content of Drip Condensate, the Thermal Content of Flash Gas, the relative effort required to move the applicable Product through the facilities of Midstream Co and other factors determined in good faith by Midstream Co; provided, however, that Midstream Co’s profit shall not be a component in the allocation of System L&U, System Fuel, Other System Fuel, or if applicable, Flash Gas or Drip Condensate; and provided, further, that to the extent required by a writing signed by Producer and Midstream Co that includes a waiver and indemnity from Producer to Midstream Co with respect to any and all Losses and expenses arising therefrom or related thereto, Midstream Co shall allocate, in a manner that Midstream Co determines (in its sole discretion) is commercially reasonable and able to be reasonably accurately allocated by Midstream Co on an Individual System or to a Receipt Point, as applicable, the System L&U, System Fuel, Other System Fuel, and/or Drip Condensate (but never Flash Gas), as applicable, on such Individual System or to such Receipt Point; and

(vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided, however, that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information or data that is proprietary or covered by a confidentiality agreement or confidentiality obligations.

(g) Meetings. Midstream Co shall make representatives of Midstream Co available to discuss the most recent System Plan with Producer and its representatives at Producer’s written request. Producer shall make representatives of Producer available to discuss the most recent Development Report with Midstream Co and its representatives at Midstream Co’s written request. The Parties agree that the meetings described in the previous sentences of this clause (g) may (and shall, if requested by either Party) occur on a Monthly basis, including by telephone conference. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and expansion of the Dedicated Properties and the System and shall have the opportunity to discuss and provide comments on the other Party’s plans.

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(h) Scope and Purpose of Planning Tools. The Development Report and the System Plan are intended to assist Midstream Co and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. Midstream Co may, in its sole discretion, work with OpCo or any of OpCo’s subsidiaries to prepare and deliver a System Plan jointly with such other entity or entities. To the extent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.

Section 3.2 Cancellation of Planned Wells and Planned Separator Facilities.

(a) If, whether through the delivery of an updated Development Report or otherwise, (i) Midstream Co reasonably determines (after making reasonable inquiry) that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or (ii) Producer notifies Midstream Co that Producer intends to permanently abandon the drilling or installation of any Planned Well or Planned Separator Facility (the date on which such determination is made by Midstream Co, the “Cancellation Date”); and (iii), as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) that (A) are incurred or committed by Midstream Co in connection with the design, procurement or construction of the Modifications or other facilities related to abandoned Planned Well or Planned Separation Facility and (B) have not been recovered by Midstream Co from an applicable Third Party within 60 Days following the Cancellation Date (such aggregate costs and expenses, excluding Excluded Amounts, the “Cancellation Costs”) exceed $100,000, then Producer shall reimburse Midstream Co for all reasonable and documented Cancellation Costs incurred or committed by Midstream Co prior to such Cancellation Date to design, procure and construct such Modifications or other facilities.

(b) Substation and Interconnection Facilities. The obligations of Midstream Co hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure electricity for the Individual System. However, Midstream Co shall design and construct the Individual System such that any Downstream Facility can connect to the Individual System without additional modification to such Individual System. If a substation or any other interconnecting facility is required in order for Midstream Co to perform its obligations hereunder, Midstream Co and Producer shall enter into a separate agreement setting forth each Party’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses.

Section 3.3 Temporary Services.

(a) Pending the completion of facilities contemplated in a System Plan or that may be required to service Wells or Separator Facilities in existence as of the Effective Date, Producer may

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enter into a contract with Third Party(ies) to provide services with respect to the Dedicated Production and Dedicated Properties that are anticipated to be serviced by the new, modified, or enhanced facilities if the term of such contract does not exceed six Months, and such contract may be renewed in six-Month increments until such time as Midstream Co has provided written notice to Producer that Midstream Co has completed the applicable facilities and that such facilities are ready for Service under this Agreement; provided, however, that if any such contract is in effect with respect to any Well or Separator Facility on the date that Midstream Co provides such notice to Producer, Producer will not be obligated to deliver any Product from such Well or Separator Facility to the System until the first Day of the first full Month following expiration of such contract.

(b) At any time Producer makes alternative arrangements with a Third Party for the provision of services with respect to the Dedicated Properties or the Dedicated Production as permitted under Section 3.3(a), Producer shall (i) if Midstream Co commits in writing to provide Services hereunder within a period of time that is shorter than six Months, use reasonable efforts to enter into a contract with a term that expires on or around the date on which Midstream Co has committed to being able to provide Services hereunder; and (ii) notify Midstream Co of the term of such contract promptly after execution thereof. Prior to requiring Producer to begin using, or resume using, as applicable, Services hereunder, Midstream Co shall provide notice to Producer of the date on which Midstream Co expects to be ready, willing and able to begin providing Services to Producer no later than 45 Days prior to the expiration of the Third Party contract. In no event shall Producer be required to begin using, or resume using, as applicable, Services on a Day other than the first Day of a Month once Midstream Co is fully capable of performing the Services.

(c) If at any time, (i) Producer fails to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (ii) a Development Report delivered by Producer failed to describe any Well, or (iii) the average rate of production at any Receipt Point described in the then-applicable Development Report exceeds Producer’s forecast for such Receipt Point set forth in such Development Report, and as a result, Midstream Co has not completed any new, modified, or enhanced facilities necessary to allow Midstream Co to accept all of the Product Tendered by Producer at a Receipt Point, then (x) within a reasonable time after Midstream Co becomes aware of the need for such new, modified, or enhanced facilities, Midstream Co shall elect, in its sole discretion, whether to proceed with the development and completion of such facilities by providing notice to Producer, and (y) if Midstream Co elects to proceed with the development and completion of such facilities, (1) Midstream Co shall cause such facilities to be completed within a reasonable time after such election, and (2) pending the completion of such facilities, Midstream Co may elect (in its reasonable discretion and in exchange for reasonable compensation) to permit Producer to enter into a contract with a Third Party as provided in Section 3.3(a) to provide services with respect to the Dedicated Production that Midstream Co is unable to accept.

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Section 3.4 Cooperation. The Parties shall (each at its own cost and expense) work together in good faith to obtain such Permits as are necessary to drill and complete each Planned Well and Planned Separator Facility and construct and install the required Modifications of the System to provide Services for all Dedicated Production from each Planned Separator Facility and each Planned Well, as applicable, as expeditiously as reasonably practicable, all as provided in this Agreement. The Parties shall cooperate with each other and communicate regularly regarding their efforts to obtain such Permits. Upon request by Producer, Midstream Co shall promptly provide to Producer copies of all Permits obtained by Midstream Co in order to construct and install any Facility Segment (or portion of a Facility Segment) of the System or any other Modifications.

Section 3.5 Grant of Access; Real Property RightsProducer’s Grant of Access. Producer hereby grants to Midstream Co, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, the rights of ingress and egress with respect to, and the right to access, all lands constituting Dedicated Properties for the purpose of using, maintaining, servicing, inspecting, repairing, and operating all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary for the performance by Midstream Co of this Agreement. Such right of access shall not include any right to install, replace, disconnect, or remove all or any portion of the applicable Individual System, which rights may only be granted pursuant to a separate instrument entered into pursuant to Section 3.5(f).

(a) Producer Does Not Have Obligation to Maintain. Producer shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grant of access by Producer to Midstream Co under Section 3.5(a) is based upon, and such grant will terminate if Producer loses its rights to the applicable property, regardless of the reason for such loss of rights.

(b) Midstream Co’s Grant of Access. Midstream Co hereby grants to Producer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, the rights of ingress and egress with respect to, and the right to access, all lands covered by the Individual System in order to exercise its rights and obligations hereunder. Such right shall not include any right to install, replace, disconnect, or remove any facilities on such lands, which rights may only be granted pursuant to a separate instrument entered into pursuant to Section 3.5(f). Producer shall release, protect, defend, indemnify and hold harmless Midstream Co Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Midstream Co or any member of Midstream Co Group directly arising from Producer’s exercise of its access rights hereunder, except to the extent such Losses are caused by the gross negligence or willful misconduct of Midstream Co Group.

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(c) Midstream Co Does Not Have Obligation to Maintain. Midstream Co shall not have a duty to maintain in force and effect any underlying agreements that the grant of access by Midstream Co to Producer pursuant to this Section 3.5(d) is based upon, and such grant will terminate if Midstream Co loses its rights to the applicable property, regardless of the reason for such loss of rights.

(d) No Interference. A Party’s exercise of the rights granted to a Party by the other Party pursuant to this Section 3.5 shall not unreasonably interfere with the granting Party’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party. Each Party obtaining a right of access pursuant to this Section 3.5 shall have the status of “licensee,” except when such Party is accessing the applicable real property by way of a right-of-way, easement, or other similar real property right granted pursuant to a separate instrument.

(e) Real Property Rights. Each Party shall acquire and maintain all easements, rights of way, surface use, surface access agreements, and other real property rights from Third Parties necessary to perform its obligations hereunder. To the extent a Party has the contractual right and title to do so (including, with respect to Producer and its Affiliates, any and all rights granted under the Dedicated Properties’ oil, gas and mineral leases, mineral fee interests and other granting instruments with respect to easements, rights-of-way and other similar rights for purposes of laying, constructing, installing, maintaining, servicing, inspecting, repairing, or operating pipelines, meters and other equipment necessary for the receipt, treating, measurement, storage, gathering or transportation of Dedicated Production therefrom), such Party shall provide to the other Party the right of co-usage on the easements, sub-easements, rights of way, surface use, and other real property rights held by such Party covering lands for which the other Party requires real property rights to perform its obligations hereunder, all at no cost to the providing Party and on terms and conditions mutually acceptable to the Parties in their reasonable discretion. Where a Party does not have the contractual right to do so, such Party shall provide reasonable assistance to the other Party in obtaining the real property rights with respect to such lands as necessary or desirable to perform its obligations hereunder.

Article 4
Measurement Devices

Section 4.1 Measurement Devices.

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operate (or cause to be constructed, installed and operated) Measurement Devices located at or upstream of the Delivery Points or at or downstream of any Receipt Point.

(b) Midstream Co shall cause all Measurement Devices that are owned by Midstream Co to be constructed, installed, and operated in accordance with applicable industry standards and applicable Laws, and as set forth in the current System Plan.

(c) Each Party shall have the right, at its sole expense, to install, own and operate (or cause to be constructed, installed and operated) “check meter” Measurement Devices located at the Measurement Points, Receipt Points and Delivery Points for which the other Party is responsible for the controlling Measurement Device (i.e., the Measurement Device on which Monthly settlement statements will be based). Each Party shall cause its “check meter” Measurement Devices to be installed, subsequent to providing a minimum of 72 hours’ notice to the other Party, so as not to interfere with the other Party’s Measurement Devices and shall take steps that are reasonable and customary in the industry to mitigate or prevent any Product pulsation problems or Product quality problems (such as sand or water) that may interfere with the other Party’s Measurement Devices at the Measurement Points.

(d) Midstream Co may elect to use a Producer Meter as the Measurement Device for a Measurement Point in lieu of constructing, installing, owning, and operating a Measurement Device located at such Measurement Point by providing notice to Producer (including by detailing such election in the applicable System Plan). If Midstream Co elects to use such Producer Meter as the Measurement Device for a Measurement Point, Producer shall provide Midstream Co reasonable access to such Producer Meter, including prior advance notice of, and the ability to witness, the calibration of such Producer Meter.

(e) Producer and Midstream Co shall cause Measurement Devices owned by such Party to be constructed, installed and operated in accordance with the following depending on the type of meters used:

(i) Orifice Meters – in accordance with AGA Report No. 3, API 14.3 part 2, GPA 8185, part 2, Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Fourth Edition, April 2000.

(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas Association and API MPMS 21.1 standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7.

(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No. 9 (American Gas Association Report No. 9), dated June 1998.

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(f) Midstream Co may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above. With respect to Producer Meters that Midstream Co has elected to use, Producer may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law or the American Gas Association Reports cited above.

(g) The accuracy of all Measurement Devices at the Measurement Points and Delivery Points, and of all Measurement Devices that serve as “check meters” for any such Measurement Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (the “Owner”) at Monthly intervals and, if requested, in the presence of a representative of the other Party (the “Beneficiary”). The Owner shall verify the accuracy of any owned Measurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary makes a written request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 1,000 Mcf per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any (i) Measurement Device at the Measurement Point is found to be inaccurate by 2.0% or less or (ii) Measurement Device at the Delivery Point is found to be inaccurate by 0.25% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement; provided that, if such Measurement Device is adjusted to record accurately (within the manufacturer’s allowance for error), then the previous readings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other period as agreed between the Parties. If, upon any test, any (1) Measurement Device at the Measurement Point is found to be inaccurate by more than 2.0% of a recording corresponding to the average hourly flow rate for the period since the last test or (2) Measurement Device at the Delivery Point is found to be inaccurate by more than 0.25%, such Measurement Device will immediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other period as agreed between the Parties. If such period is not known or agreed upon, such correction will be made for a period covering one-half (½) of the time elapsed since the date of the most recent test. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2.0% or less or 0.25% or less, as applicable, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any

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labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor.

(h) If requested by the Beneficiary, the Measurement Devices owned by Owner shall include a sufficient number of data ports, and Owner shall permit Beneficiary to connect to such data ports, as shall be required to provide to Beneficiary on a real-time basis all measurement data generated by such measurement equipment. Beneficiary shall be responsible at its own cost for obtaining equipment and services to connect to such data ports and receive and process such data.

(i) Each Party shall make the charts and records by which measurements are determined available for the use of the other Party in fulfilling the terms and conditions thereof. Each Party shall, upon written request of the other Party, mail, email or deliver for checking and calculation all measurement data, including flowing parameters, characteristics, constants, configurations and events in its possession and used in the measurement of Product delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof.

(j) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months.

(k) So long as the Parties to this Agreement are also parties to a Transaction Document that covers Crude Oil, the requirements for Measurement Devices in respect of Drip Condensate shall be covered by such Transaction Document. If at any time the Parties to this Agreement are not also party to another Transaction Document that covers Crude Oil, the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the requirements for Measurement Devices pertaining to Drip Condensate; absent such agreement, Midstream Co shall install and maintain liquids measuring equipment at the Delivery Points that is in accordance with applicable API standards.

Section 4.2 Measurement Procedures. Midstream Co shall use the Measurement Devices owned by Midstream Co (or if Midstream Co’s rights under Section 4.1(d) are exercised, then the Measurement Devices owned by Producer) at the Measurement Points to determine the volumes of Product passing through the Individual System for purposes of Article 6 and Article 10. Midstream Co shall cause (or if Midstream Co’s rights under Section 4.1(d) are exercised, then Producer shall cause) the measurements of the quantity and quality of all Product measured at the Measurement Points (and at each Receipt Point or Delivery Point at which measurements are taken) to be conducted in accordance with the following:

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(a) The unit of volume for measurement will be one Standard Cubic Foot. Such measured volumes, converted to Mcf, will be multiplied by their Gross Heating Value per Mcf.

(b) The temperature of the Product will be determined by a recording thermometer installed so that it may record the temperature of the Product flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Product is being delivered, will be the applicable flowing Product temperature for the period under consideration.

(c) The specific gravity of the Product will be determined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Producer to record representative specific gravity of the Product being metered or, at Producer’s or its designee’s option, by continuous sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Product is being delivered will be the specific gravity of the Product sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined once per Month from a Product analysis. The result will be applied during such Month for the determination of Product volumes delivered. All analyses shall be determined by a mutually agreed upon Third Party laboratory using GPA 2145, Table of Physical Constants, and GPA 2172, Calculation of Gross Heating Value.

(d) Adjustments to measured Product volumes for the effects of supercompressibility will be made in accordance with accepted American Gas Association standards. Midstream Co or its designee will obtain appropriate carbon dioxide and nitrogen mole fraction values for the Product delivered as may be required to compute such adjustments in accordance with standard testing procedures. At Midstream Co’s or its designee’s option, equations for the calculation of supercompressibility will be taken from American Gas Association Report No. 8 Detail, dated December 1985, or API 14.2; Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Products, latest revision.

(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Measurement Points, Receipt Points and Delivery Points (as applicable) will be assumed to be the pressure value determined by Midstream Co for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time to time and shall be consistent throughout the Individual System.

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Value of the Product delivered at such Measurement Point, Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Product being metered. To the extent possible, the calibration conducted pursuant to Section 4.2(e) and the testing conducted pursuant to this Section 4.2(f) shall be conducted concurrently or at least with the same test frequency.

(g) Other tests to determine water content, sulfur and other impurities in the Product will be conducted whenever requested by a Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear the cost of such tests only if the Product tested is determined not to be within the quality specification set forth herein or, if applicable, in the applicable Agreement Addendum. If the Product is within such quality specification, the requesting Party will bear the cost of such tests.

(h) If, during the Term of this Agreement, a new method or technique is developed with respect to Product measurement or the determination of the factors used in such Product measurement, such new method or technique may be substituted for the method set forth in this Agreement if the new method or technique is in accordance with accepted standards of the American Gas Association, API, and Gas Processor’s Association.

Section 4.3 Product Meter Adjustments. If a Measurement Device is out of service or registering inaccurately, the Parties shall determine the quantities of Product received or delivered during such period as follows:

(a) By using the registration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,

(b) By using a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,

(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation, such as step change, uncertainty calculation or balance adjustment; or in the absence of check meters and the ability to make corrections under this Section 4.3(c), then,

(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the meter was registering accurately.

Article 5
Tender, Nomination, and Gathering of Production

Section 5.1 Limitations on Service to Third Parties. The Parties acknowledge that Original Producer has dedicated and committed Dedicated Properties to this Agreement as set forth

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in Article 2 and is an anchor shipper with respect to Services on one or more of the Individual Systems owned or operated by Midstream Co or its Affiliates. In no event will Midstream Co grant any Person (other than Original Producer) Priority One Service on an Individual System used to provide Services to Original Producer without Original Producer’s prior written consent. Original Producer shall not be permitted to assign its Priority One Service, including through any permissible assignments described in Article 16 without Midstream Co’s prior written consent.

Section 5.2 Tender of Production. Subject to Section 5.3(c) and Section 5.4, each Day during the Term (a) Producer shall Tender to the Individual System at each applicable Receipt Point all of the Dedicated Production available to Producer at such Receipt Point, and (b) Original Producer will have the right to Tender to Midstream Co, for Services on an interruptible basis, but otherwise subject to the same terms and conditions under this Agreement as the Dedicated Production (except as to the Dedications (to which it will not be subject) and priority (for which the terms are more fully set forth in Section 5.3(c) below)), Product other than Dedicated Production, provided that (i) Original Producer’s Tender of undedicated volumes of Product will not cause the underlying Wells or acreage to be subject to the Dedications and (ii) Midstream Co shall have the right to accept or reject such Tender of Product in its sole operational and commercial discretion.

Section 5.3 Services; Service Standard.

(a) Services. Subject to Section 5.3(c), Midstream Co shall (i) provide Services for all Product that is Tendered by Producer to Midstream Co at the Receipt Point(s), (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) such Product with an equivalent Thermal Content and hydrocarbon constituent composition as the Product received at such Receipt Point (as may be increased by any Flash Gas delivered into the System), less the Thermal Content of Drip Condensate, less System L&U allocated to Producer in accordance with this Agreement, less such Product consumed as Other System Fuel or System Fuel allocated to Producer in accordance with this Agreement, and less such Product consumed as Process Flare, and (iii) cause the System to be able to flow such Product at volumes not less than the current capacity of the System.

(b) Services Standard. Midstream Co shall own and operate the System and perform the Services in a good and workmanlike manner in accordance with standards customary in the industry.

(c) Priority of Service. Midstream Co shall cause Product delivered on the System to have the following priorities (to the extent not in violation of applicable Law):

(i) Dedicated Production delivered by Original Producer shall have Priority One Service on the System and, subject to Section 5.1, Midstream Co shall not grant Priority One Service to any other Person;

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(ii) Product delivered by a Third Party on a non-interruptible basis shall have priority service on the System over services for Product delivered to the System on an interruptible basis; and

(iii) Product delivered by Original Producer on an interruptible basis (pursuant to Section 5.2) shall have priority service on the System over services for all other Product delivered to the System on an interruptible basis;

provided, however, that Midstream Co’s performance of its obligations under Section 5.3(a) with respect to any Product (A) of any Producer Assignee, or (B) produced from any Well not included on a Development Report or for which new, modified, or enhanced facilities are contemplated in a System Plan, or (C) that is not subject to the Dedications under this Agreement, in each case, shall at all times be subject to the available capacity on the System at the time that Product is available to be Tendered by Producer at a Receipt Point; and provided, further, that in the case of clause (B) above, Producer may make alternative arrangements for the Product not received by Midstream Co pursuant to Section 3.3.

Section 5.4 Nominations, Scheduling, Balancing and Curtailment. Nominations, scheduling, and balancing of Product available for delivery, and interruptions and curtailment of, Services under this Agreement shall be performed in accordance with the following provisions:

(a) Nominations. Product shall be received only under a nomination submitted by Producer. For purposes of this Agreement, a nomination is an offer by Producer to Midstream Co of a stated quantity of Product for gathering from all of the Receipt Points in an Individual System to all of the Delivery Points in the Individual System, which nomination shall specify which volumes of Product are Dedicated Production hereunder. Producer shall nominate according to the applicable Downstream Facility’s requirements. Should Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with the nomination procedures of the applicable Downstream Facility. Product shall be delivered by Midstream Co in accordance with confirmation by the applicable Downstream Facility of the nomination or changes to the nomination.

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for any Individual System) to conform as closely as possible to the Thermal Content of the volumes nominated by Producer for delivery by Midstream Co that Day at the Delivery Points (taken in the aggregate for any Individual System), less any deductions applicable to Producer for System L&U, System Fuel and Other System Fuel (and any other adjustments for Drip Condensate or Flash Gas) and any imbalance corrections, except that Midstream Co may conform the Thermal Content of the volumes it delivers at the Delivery Point to the Thermal Content of the volumes actually delivered by Producer at Midstream Co’s Receipt Points (taken in the aggregate for any Individual System) to the extent possible. Midstream Co may temporarily interrupt or curtail receipts or deliveries at any time, and from time to time in accordance with operating conditions on the applicable Individual System, in order to balance receipt or deliveries on the applicable Individual System or to correct any current or anticipated imbalances.

(c) Consistent Rates. Producer and Midstream Co shall use commercially reasonable efforts to cause Product to be received and redelivered under this Agreement at the same rates of flow, as nearly as commercially practicable and subject to changes mandated by the Downstream Facility, and Producer shall not in any manner use the System for storage or peaking purposes. Producer shall cause Product delivered to Midstream Co under this Agreement during any Day to be delivered at as nearly a constant rate of flow as operating conditions and relevant Downstream Facilities will permit.

(d) Target Pressures.

(i) Pressure of Tendered Product. Producer shall Tender or cause to be Tendered Product to each applicable Receipt Point at sufficient pressure to enter the applicable Individual System, but not in excess of the MAOP set forth in the design documents for the applicable Individual System as shown in the applicable Agreement Addendum (which such maximum operating pressure shall be sufficient to permit such Product to enter the Individual System and the Downstream Facilities but not higher than the MAOP of the Downstream Facilities). Producer shall have the obligation to ensure that Product is prevented from entering the System at pressures in excess of such MAOP, and Midstream Co shall have the right to restrict or relieve the flow of Product into the System to protect the System from over pressuring. The Parties shall elect in a writing signed by Producer and Midstream Co whether Midstream Co shall be required to install compression. Redeliveries of Product by Midstream Co to or for the account of Producer at the applicable Delivery Points shall be at such pressures as may exist from time to time in the System at the applicable Delivery Point. Midstream Co’s obligation to redeliver Product to a given Delivery Point shall be subject to the operational limitations of the Downstream Facilities receiving such Product, including the Downstream Facility’s capacity, Product measurement capability, operating pressures and any operational balancing agreements as may be applicable. For the sake of clarity, Midstream Co shall enter into any necessary agreements with the owners of any Downstream Facilities regarding such interconnection of the Downstream Facilities to the Individual System.

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(ii) Maintenance of Pressure on System. Midstream Co shall use its commercially reasonable efforts to maintain the Daily volumetric weighted average operating pressure of the system pressures at each Facility Segment, as measured at the applicable Receipt Point on such Facility Segment, at a level that is equal to or less than the Target Pressure. Except in the event of (A) Force Majeure or an event or condition downstream of the System that was not caused by Producer or Midstream Co, or (B) maintenance or repairs that result in a suspension, shutdown or curtailment of the applicable Facility Segment as specified in Section 5.5, if (1) the Daily volumetric weighted average operating pressure of a Facility Segment measured at the applicable Receipt Point on such Facility Segment continuously exceeds the Target Pressure, (2) such increased operating pressure continues for a period of more than five Days (any such period, an “Overage Period”), (3) such increased operating pressure is not a result of Producer’s production exceeding the production forecast in the Development Report on which the applicable Facility Segment was based and (4) Midstream Co has sufficient production data available to confirm that the increased pressure is not a result of Producer’s production exceeding such production forecast, then commencing on the first Day after the expiration of the applicable Overage Period, the Individual Fee for the applicable Facility Segment shall be reduced by the reduction percentage corresponding to the applicable Pressure Overage Percentage on the chart on Exhibit C for a period of time equal in length to such Overage Period.

(e) Adjustments. Nothing contained in this Agreement shall preclude Midstream Co from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System or any Individual System.

(f) Monthly Settlement of Imbalances and Delivery of Related Data. On a Monthly basis, Midstream Co shall settle all imbalances attributable to Producer and each other shipper or producer on each Individual System. The Monthly Loss/ Gain Report shall reflect, with respect to each producer and shipper on the System (including Producer), each of the following, broken out by Individual System: (i) the total volumes received, delivered, and retained; (ii) the total imbalance for such Month; and (iii) any other information deemed necessary and appropriate by Midstream Co, all on an Individual System basis.

(g) Intramonth Balancing. Each production Month, Midstream Co and Producer shall cooperate and use all reasonable efforts to reduce any imbalance with respect to an Individual System. At any time during a production Month that such an imbalance exists, Midstream Co shall advise Producer to deliver volumes of Product in addition to its nominated volumes to address an imbalance in favor of Producer, or to deliver volumes of Product that are less than its nominated volumes to address an imbalance in favor of Midstream Co. Midstream Co may also require Producer to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Midstream Co is required to make by Downstream Facilities. Midstream Co shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including

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suspending receipts and deliveries of Product by Midstream Co, with respect to any Individual System necessary to correct an existing imbalance or mitigate an anticipated imbalance.

(h) Intermonth Roll or Cash-out of Imbalances. If an imbalance exists at the end of any production Month, Midstream Co shall cause the Monthly Loss/Gain Report that reflects such production Month to reflect such imbalance, and the Party that is owed the imbalance may elect in writing to either (i) require the Party owing the imbalance to promptly cash-out the imbalance (in whole, including any imbalance that had been accumulated and carried forward from prior Months) by paying to the owed Party the value of the imbalance, as determined using the Cash-out Price, or (ii) let the imbalance roll into the next Month to be offset by Product receipts and deliveries during the next Month(s). If such election is not made by the Party owed such imbalance within 10 Days following the delivery of the Monthly Loss/Gain Report, then such Party shall be deemed to have elected to promptly cash-out such imbalance. The cash out (either positive or negative) shall appear as an adjustment to an invoice delivered by Midstream Co within two Months after the end of the applicable production month.

(i) Cash-out Price. The “Cash-out Price” to be used for the imbalance cash out described in Section 5.4(h) above shall be determined as follows:

(i) for imbalances arising from Product deliveries at Receipt Points located in the Permian Basin: the average, for the 30 Days immediately preceding the last Day of the applicable production Month, of the “Midpoint” prices for the production Month as reported in the Platts Gas Daily table entitled “Daily price survey ($/MMBtu)” under the heading “Southwest” in the row labeled “Waha”; and

(ii) in the event an applicable index price under clause (i) above ceases to be published, the Parties shall cooperate reasonably and in good faith to mutually agree on a similar index price for the relevant geographic area where the imbalance occurred.

(k) Line Fill. Producer shall provide Product necessary for line fill for the Individual System. Midstream Co shall redeliver such volume of Product used as line fill to Producer or for Producer’s account when and to the extent no longer needed or upon the abandonment of the Individual System or termination of Producer’s deliveries of Dedicated Production into Gatherer’s System.

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Section 5.5 Suspension/Shutdown of Service.

(a) Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because providing Services hereunder has become uneconomic as further described in Section 13.2, Midstream Co may suspend, interrupt or curtail receipts of Producer’s Product, provided that any such suspension, interruption or curtailment of Original Producer’s volumes must be done in accordance with the priority provisions in Section 5.3(c). In such cases, Midstream Co shall have no liability to Producer (subject to Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the negligence, gross negligence or willful misconduct of Midstream Co. If Midstream Co is required to so suspend, interrupt or curtail receipts of Product, Midstream Co will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such suspension, interruption or curtailment as soon as practicable or in any event within 24 hours after the occurrence of such event.

(b) Planned Curtailments and Interruptions.

(i) Midstream Co shall have the right to curtail or interrupt receipts and deliveries of Product for brief periods to perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Individual System; provided, however, that to the extent reasonably practicable, Midstream Co shall coordinate its maintenance, repair and modification operations with the operations of Producer and, in any case, will use its reasonable efforts to schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest extent possible service curtailments or interruptions.

(ii) Midstream Co shall provide Producer (x) with 60 Days prior notice of any upcoming normal and routine maintenance, repair and modification projects that Midstream Co has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such curtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Midstream Co has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of Producer’s deliveries for five or more consecutive Days.

(iii) Midstream Co has delivered a schedule of the expected planned maintenance for the System for the 12 Months commencing October 1, 2019. On or before October 1 of each Year, starting October 1, 2020, Midstream Co shall deliver a schedule of the expected planned maintenance for the System for the subsequent 12 Months. The delivery of this plan is intended as a tool to assist the Parties in planning and does not replace the notices required in the foregoing

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clauses and in no way commits Midstream Co to adhere to the schedule set forth in such 12-Month plan.

Section 5.6 Marketing and Transportation. As between the Parties, Producer shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Product.

Section 5.7 No Prior Flow of Product in Interstate Commerce. Producer represents and warrants that at the time of Tender, none of the Product delivered at a Receipt Point hereunder has flowed in interstate commerce.

Article 6
Fees

Section 6.1 Fees. Producer shall pay Midstream Co each Month in accordance with the terms of this Agreement for all Services provided by Midstream Co with respect to Dedicated Production received by Midstream Co from Producer or for Producer’s account during such Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the aggregate quantity of such Product (reduced by any Product burned as Process Flare), stated in MMBtu, received by Midstream Co from Producer or for Producer’s account at the applicable Receipt Point for such Product within the applicable Individual System during such Month, multiplied by (y) the applicable Individual Fee, and (ii) an amount equal to Producer’s allocated portion of the actual costs incurred by Midstream Co for compression of the Product and for the electricity required to provide Services, such allocation to be based upon the aggregate quantities of Product received by Midstream Co.

Section 6.2 Fee Adjustments Redetermination.

(a) Redetermination.

(i) Redetermination Proposal. Between November 1 and December 31 of any Year, Midstream Co shall prepare and deliver to Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee in accordance with this Section 6.2(a). Each Redetermination Proposal shall include relevant supporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including, projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures and all estimated operating expenses that Midstream Co believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by the Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for

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periods prior to the effective date of such Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee. Notwithstanding anything to the contrary, neither Party, in its sole discretion, is obligated to agree to any Redetermined Individual Fee.

(ii) Subsequent Redetermination Timing. Any Redetermined Individual Fee agreed to by the Parties in writing on or prior to the last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement has been reached. If the Parties fail to agree upon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on or prior to the Redetermination Deadline, then such Individual Fee shall remain in effect without redetermination pursuant to this Section 6.2(a). For purposes of this Section 6.2(a)(ii), the Year immediately after the Year during which a Redetermination Proposal is delivered is herein the “Adjustment Year.”

(b) Annual Escalation. Effective as of July 1 of each Year, the Individual Fee will be increased by multiplying the then-applicable Individual Fee (as increased for prior Years pursuant to this Section 6.2(b) or otherwise adjusted pursuant to this Agreement) by the Escalation Percentage; provided that Reimbursed Amounts shall not be subject to this Section 6.2(b). Such annual increase to the Individual Fee shall become effective on July 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 6.2(a), with an effective date during the same Year.

(i) If during any Month (A) there has been a Downtime Event, (B) such Downtime Event was not a result of Producer’s (1) production exceeding the production forecast in the Development Report on which the Individual System was based, (2) delivery of Product outside of the pressure ranges permitted by Section 5.4(d), or (3) non-compliance with this Agreement, (C) such Downtime Event caused the Curtailment Percentage for any Individual System during any such Month to exceed the Curtailment Allowance during such Month, and (D) Producer has waived its right to a temporary release of Dedicated Production under Section 2.4(b), then the Individual Fee with respect to such Individual System used to calculate the amounts owed for such Month under Section 6.1(i)(y) shall be reduced as set forth on Exhibit B.

(ii) Midstream Co may curtail up to 4.5% of the volume of Producer’s Dedicated Production that is less than or equal to the capacity for the Individual System as set forth in the applicable System Plan for an Individual System (and there shall be no limit on curtailment of any volumes over the capacity as set forth in the applicable System Plan) (such 4.5% allowance, the “Curtailment Allowance”).

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(iii) The actual percentage of Producer’s Dedicated Production that has been curtailed as a result of Downtime Events (as described in Section 6.2(c)(i)(B)) during each Month (the “Curtailment Percentage”) on an Individual System shall be calculated as:

Curtailment Percentage (expressed as a percentage) =

(1 - [ (A / B) / C ] ) x (B / D), where

A = (expressed as a number) the aggregate volume (in MMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System on any and all Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month;

B = the number of Days that a Downtime Event (as described in Section 6.2(c)(ii)) occurred during such Month;

C = (expressed as a number) the average Daily volume (in MMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System during the most recently ended 7-Day period that had zero Downtime Events (as described in Section 6.2(c)(ii)) occurred during such Month plus (ii) for any new Planned Wells (A) that had an On-Line Deadline during the Downtime Event, (B) were not released pursuant to Section 2.4 and (C) but for the Downtime Event, would be ready to flow Dedicated Production, the volumes estimated by Original Producer in the Development Report for such curtailed or shut in Planned Wells; and

D = the number of Days during such Month;

provided that, for illustrative purposes only: if A = 10,000, B = 10, C = 4,000, and D = 30, then the Curtailment Percentage for such Month would be 25%:

= (1 – [ (10,000 / 10) / 4,000] ) x ( 10 / 30 )

= (1 – [ 1,000 / 4,000 ] ) x 0.333

= ( 1 – 0.25 ) x 0.333

= 0.75 x 0.333

= 0.25 expressed as 25%

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connection with Producer’s lease operations (including Producer’s reservoir pressure maintenance operations) and water treatment facility operations. For the avoidance of doubt, Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable Individual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation.

Section 6.3 Treatment of Byproducts, L&U, Fuel and Related Matters. No separate fee shall be chargeable by Midstream Co and no refund or reduction in the Individual Fee shall be chargeable by or owed to Producer for the hydrocarbons or services described in this Section 6.3, except as provided in Section 6.3(d).

(a) Drip Condensate. Midstream Co shall deliver to Producer, each Month, all Drip Condensate allocated to Producer or for Producer’s account to the extent Producer and Midstream Co have agreed in writing to require such allocation. At all times during the Term either (x) Midstream Co and Producer shall be party to both this Agreement and another Transaction Document that covers Crude Oil (in which case Producer shall not owe any amount under this Agreement or any other Transaction Document to which Midstream Co is a Party as a result of Drip Condensate being transported through the Crude Oil Gathering System) or (y) the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the methodology for Midstream Co to deliver Drip Condensate to Producer and any fee applicable thereto.

(b) Flash Gas. Midstream Co shall deliver to Producer, each Month, all Flash Gas allocated to Producer or for Producer’s account to the extent Producer and Midstream Co have agreed in writing to require such allocation and delivery.

(i) Midstream Co will perform a Monthly material balance for each Individual System based on comparison of Product delivered to the Product received into the applicable Individual System at Receipt Points (or, with respect to Flash Gas, such other receipt points).

(ii) If, during any Month, System L&U on an Individual System exceeds 1.5% of either energy or volumes of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Midstream Co will, for the respective Individual System, obtain updated test data from the Measurement Points in the applicable Individual System and conduct a field-wide (on an Individual System basis) meter inspection and calibration followed by an updated balance. If Midstream Co determines that a repair to the Individual System is needed to reduce the System L&U below 1.5%, Midstream Co shall undertake such repairs in a commercially reasonable manner and as soon after making such determination as is commercially reasonable.

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(iii) Midstream Co shall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance.

(d) System Fuel and Other System Fuel. Midstream Co shall account for the actual fuel used by Midstream Co in the operation of the Individual System, and such accounting shall detail whether such fuel is System Fuel or Other System Fuel (and, if Other System Fuel, whether for the account of Crude Oil, water or other product). Producer shall not be reimbursed for System Fuel or Other System Fuel; provided that if during any Month, Producer does not deliver to Midstream Co Crude Oil under any Transaction Document to which Midstream Co is a party, then Midstream Co shall calculate the value of the Other System Fuel used during the applicable Month based on the price of Product received by Producer during such Month and such amount shall appear as a reduction in the Individual Fees within 90 Days after the end of the applicable Month.

Article 7
Quality and Pressure Specifications

Section 7.1 Quality Specifications.

(a) Subject to Section 7.2, Producer shall cause all Product delivered at the Receipt Points to Midstream Co to meet the quality specifications set forth below at a base pressure of 14.65 Psia and at a base temperature of 60 degrees Fahrenheit (60⁰F), except with respect to any Individual System for which different quality specifications are set forth in the applicable Agreement Addendum, such specifications that are set out in the applicable Agreement Addendum shall control. Such Product shall (i) be commercially free of all objectionable dust or other solid or liquid or gaseous matters that might interfere with its merchantability or cause injury to or interference with proper operations of any of the facilities constituting such Individual System or the System through which the Product flows; (ii) not contain more than five parts per million of hydrogen sulfide; (iii) not contain more than five grains of total sulfur per 100 Cubic Feet; (iv) not contain more than one grain mercaptans per 100 Cubic Feet; (v) not contain more than 2% by volume of carbon dioxide or more than 3% by volume of gases; (vi) not contain more than 40 parts per million of oxygen; (vii) contain a Gross Heating Value of not less than 1,200 Btu per Cubic Foot at the Receipt Points; and (viii) be at temperatures above 20 degrees Fahrenheit (20ºF) but shall not exceed 140 degrees Fahrenheit (140ºF).

(b) If Producer’s Product delivered to the Receipt Points complies with such quality specifications or, after blending in accordance with Section 7.2(b), otherwise complies with such specifications, then all Product redelivered at the Delivery Points by Midstream Co to Producer shall meet the quality specifications of the applicable Downstream Facility. Midstream Co may commingle Product received into the Individual System with other Product shipments and, subject to Midstream Co’s obligation to redeliver to Producer at the Delivery Points Product that satisfies

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the applicable quality specifications of the Delivery Points, (i) such Product shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, (ii) Midstream Co shall have no other obligation to Producer associated with changes in quality of Product as the result of such commingling, and (iii) Midstream Co shall have the right to change the quality specifications to comply with any changes in the Downstream Facility specifications.

Section 7.2 Failure to Meet Specifications.

(a) If any Product Tendered by Producer to the Individual System fails at any time to conform to the applicable specifications, then Midstream Co will have the right to immediately discontinue receipt of such non-conforming Product and shall notify Producer of the specifications violation within 24 hours after such discontinuation. Such notification may be verbal initially followed by written confirmation in accordance with the notice requirements set forth in Section 17.2. If Producer disputes Midstream Co’s determination that any Product fails to conform to the applicable specifications, then Producer shall (i) notify Midstream Co thereof within 24 hours after receiving such notice from Midstream Co, (ii) submit the applicable Product to a mutually agreed upon Third Party laboratory, and (iii) cause such laboratory to analyze the Product within 72 hours after Producer’s receipt of Midstream Co’s notice of non-conformance. If the results of such analysis provide that the applicable Product is non-conforming, the costs and expenses associated with such analysis shall be borne by Producer; if the results of such analysis provide that the applicable Product conforms to the specifications, then Midstream Co shall reimburse Producer for all reasonable and documented costs and expenses incurred by Producer to cause such Third Party laboratory to perform such analysis.

(b) Midstream Co shall have the right, to be exercised in Midstream Co’s sole discretion, to use commercially reasonable efforts to blend and commingle any or all of such non-conforming Product with other Product in the Individual System so that it meets the applicable specifications. Midstream Co may charge Producer a reasonable fee to compensate Midstream Co for its use of commercially reasonable efforts to cause such Product Tendered by Producer to conform to the applicable specifications. Producer will promptly undertake commercially reasonable measures to eliminate the cause of such non-conformance.

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ANY OF ITS AFFILIATES TO RETURN THE INDIVIDUAL SYSTEM AND RELATED FACILITIES TO SERVICES, CLAIMS OF OTHER PRODUCERS ON THE INDIVIDUAL SYSTEM, AND CLAIMS OF OWNERS OF ALL DOWNSTREAM FACILITIES AND CLAIMS OF ALL PERSONS WHO ULTIMATELY USE THE NON-CONFORMING PRODUCT DELIVERED BY PRODUCER AND THE COSTS OF ALL REGULATORY OR JURISDICTIONAL PROCEEDINGS.

Article 8
Term

Section 8.1 Term. The term of this Agreement commenced on the Effective Date (or if another date is set forth in the applicable Agreement Addendum, the date specified in the applicable Agreement Addendum), and this Agreement shall remain in effect until the 16^th anniversary of the Effective Date (or if another date is set forth in the applicable Agreement Addendum, the date specified in the applicable Agreement Addendum) (the “Initial Term”) and thereafter on a Year to Year basis until terminated by Midstream Co or Producer effective upon the expiration of the Initial Term or the expiration of any Year thereafter upon notice no less than 365 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such period of time, the “Term”). Notwithstanding the foregoing, with respect to the OpCo Agreement Addendum only, this Agreement shall continue for so long as any Original Midstream Co remains a Party under any Agreement Addendum then in effect and shall automatically terminate at such time as no Original Midstream Co remains a Party to any Agreement Addendum.

Section 8.2 Effect of Termination or Expiration of the Term. Upon the termination of the Term, this Agreement shall forthwith become void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense, liability or other obligation or remedy therefor that has accrued or attached prior to the date of such termination, (b) the provisions of Section 2.4(d), Section 3.5, Article 6, Section 7.3, this Section 8.2, Section 9.1, Article 10 (other than Section 10.4), Section 11.3, Article 15 and Section 17.1 through Section 17.10 shall survive such termination and remain in full force and effect indefinitely, and (c) Section 10.4 and Section 17.11 shall survive such termination and remain in full force and effect for the period of time specified in such Sections.

Article 9
Title and Custody

Section 9.1 Title. A nomination of Product by Producer shall be deemed a warranty of title to such Product by Producer or a warranty that Producer Controls the Product and has the right to deliver such Product for gathering under this Agreement, as applicable. Title to Product shall not transfer to Midstream Co by reason of Midstream Co’s performance of the Services. EXCEPT

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AS SET FORTH IN THIS SECTION 9.1, PRODUCER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT DELIVERED HEREUNDER.

Section 9.2 Custody. From and after Producer’s delivery of its owned or Controlled Product to Midstream Co at the Receipt Points, and until Midstream Co’s redelivery of such Product to or for Producer’s account at the applicable Delivery Points, as between the Parties, Midstream Co shall have custody and control of, and be responsible for, such Product. In all other circumstances, as between the Parties, Producer shall be deemed to have custody and control of, and be responsible for, such Product.

Article 10
Billing and Payment

Section 10.1 Statements.

(a) Ordinary Course. Midstream Co shall submit invoices to Producer on or before the 25th Day after the end of each Month (the “Invoice Month”). Each invoice shall be accompanied by supporting information for all amounts charged by such invoice. All amounts owed for Services provided during an Invoice Month shall be reflected on the applicable invoice for such Invoice Month; provided that to the extent any amount appearing on an invoice is in respect of an amount paid by Midstream Co to a Third Party (collectively, the “Reimbursed Amount”) or the calculation of such amount is contingent on information provided by a Third Party (collectively, the “Conditional Amount”), such Reimbursed Amount and Conditional Amount shall be reflected on an invoice within 90 Days after the end of the Month in which such Reimbursed Amount was paid by Midstream Co.

(b) Other. If actual measurements of volumes of Dedicated Production are not available by the date stated in Section 10.1(a), then Midstream Co may prepare and submit an invoice based on Midstream Co’s good faith estimate of the volumes of Dedicated Production received in the applicable Invoice Month. If Midstream Co submits an invoice based on estimated volumes, Midstream Co shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business of the 40th Day after the applicable Invoice Month, together with a reconciliation to the invoice submitted based on Midstream Co’s estimate.

(c) Detail. Midstream Co shall cause its invoices and supporting information to include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to the actual measurements for such Month, and any adjustments to prior period volumes and quantities.

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(d) Monthly Loss/ Gain Report. For each Invoice Month, Midstream Co shall deliver a Monthly Loss/ Gain Report to Producer on or before the close of business on the third Business Day following the later of (i) the end of such Invoice Month, or (ii) the Day on which Producer has delivered all data reasonably required by Midstream Co to generate such Monthly Loss/ Gain Report with respect to such Invoice Month. If Midstream Co elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.

(e) One Invoice; Netting. To the extent that Midstream Co and Producer are party to this Agreement and one or more other Transaction Documents, one invoice may be delivered in respect of all amounts owing under such Transaction Documents. The Parties shall net all undisputed amounts due and owing or past due and owing arising under the Transaction Documents to which Producer and Midstream Co are parties such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. No amounts owing to or by any Midstream Co may be set off against amounts owing to or by any other Midstream Co. No amounts owing to or by any Producer may be set off against amounts owing to or by any other Producer. To the extent possible, all fee adjustments set forth in Article 6 shall be accomplished by setoff or netting.

Section 10.2 Payments.

(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s instructions on or before the later of the 30th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Producer under this Agreement shall be made by electronic funds transfer to the account designated by Midstream Co. Any amounts not paid by the due date will be deemed delinquent and, with respect to amounts owed to Midstream Co, will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but excluding the date the delinquent amount is paid in full.

(b) If Producer, in good faith, disputes the amount of any invoice of Midstream Co, Producer will pay Midstream Co such amount, if any, that is not in dispute and shall provide Midstream Co notice, no later than 30 Days after the date that payment of such invoice would be due under Section 10.2(a), of the disputed amount accompanied by reasonable documentation to support Producer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the applicable invoice, except for a dispute following an audit conducted in accordance with Section 10.4. Following Midstream Co’s receipt of such dispute notice, Producer and Midstream Co shall endeavor in good faith to resolve such dispute, and if the Parties are unable to resolve such dispute within a reasonable time, such dispute may be resolved in accordance with Section 17.6. Upon resolution of the dispute, any required payment shall be made within 15 Days after such resolution, and, if such amount shall be

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paid to Midstream Co, such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.

Section 10.3 Adequate Assurances. A Party (the “Demanding Party”) may, by notice to the other Party (the “Non-Demanding Party”), singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from the Non-Demanding Party if (a) the Non-Demanding Party fails to pay the Demanding Party according to the provisions hereof and such failure continues for a period of five Business Days after written notice of such failure is provided to the Non-Demanding Party, or (b) the Demanding Party has reasonable grounds for insecurity regarding the performance by the other Party of any obligation under this Agreement, except that Producer shall not be entitled to demand Adequate Assurance of Performance from the Original Midstream Co, and Midstream Co shall not be entitled to demand Adequate Assurance of Performance from the Original Producer. “Adequate Assurance of Performance” means, at the option of the Demanding Party, any of the following, (x) advance payment in cash by the Non-Demanding Party for amounts that are reasonably estimated to be owed under this Agreement in the following Month or (y) delivery to the Demanding Party of an irrevocable standby letter of credit or a performance bond, in form and substance reasonably acceptable to the Demanding Party, issued by a Credit-Worthy Person, in an amount equal to at least the aggregate proceeds due from Producer under Section 10.1 for the prior two-Month period. Promptly following the termination of the condition giving rise to the Demanding Party’s reasonable grounds for insecurity or payment in full of amounts outstanding, as applicable, the Demanding Party shall release to the Non-Demanding Party the cash, letter of credit, bond or other assurance provided by the Non-Demanding Party (including any accumulated interest, if applicable).

Section 10.4 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of the Transaction Documents. The scope of such examination will be limited to the 24 Months preceding the date such notice of audit, statement, charge or computation was presented. No Party may conduct more than one audit (taking all Transaction Documents to which Producer is a party together) of another Party during any Year (except that, if a Party is in default hereunder, additional audits may be conducted during the continuance of such default). If any such examination reveals any inaccuracy in any statement or charge, the necessary adjustments in such statement or charge and the payments necessitated thereby shall be made within 60 Days after resolution of the inaccuracy. This provision of this Agreement will survive any termination of this Agreement for the later of (a) a period of 24 Months from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and payment objections.

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Article 11
Remedies

Section 11.1 Suspension of Performance; Temporary Release from Dedication.

(a) Suspension by Midstream Co as Remedy for Payment Default. If Producer fails to pay any invoice rendered under Article 10, such failure is not due to a good faith dispute by Producer in accordance with Section 10.2(b) and such failure is not remedied within five Business Days after Producer’s receipt of written notice of such failure from Midstream Co, Midstream Co shall have the right, at its sole discretion, to (i) suspend performance (including withholding any payments that are owed by Midstream Co to Producer, and such withheld amounts shall not be subject to setoff under Section 10.1(e)) under this Agreement until such amount, including interest at the Interest Rate, is paid in full or (ii) continue performing the Services under this Agreement, and, acting in a commercially reasonable manner, sell any Product delivered by Producer to the Receipt Points on Producer’s behalf, and use the proceeds therefrom to reimburse Midstream Co for any amounts due and owing to Midstream Co, and, at Producer’s election, either (y) remit any excess amounts received under such sale to Producer or (z) reduce the Services Fee due from Producer to Midstream Co for the following Month by the amount of such excess.

(b) Additional Suspensions as Remedies. If a Party fails to perform or comply with any material warranty, covenant or obligation contained in this Agreement (other than as addressed in Section 11.1(a) or Section 2.4(a)(i)) and such failure has not been remedied within 60 Days after its receipt of written notice from the other Party of such failure, then the non-defaulting Party shall have the right to suspend performance of its obligations under this Agreement that are affected by such failure or non-compliance (including withholding any payments that are owed to the other Party, and such withheld amounts shall not be subject to netting or setoff under Section 10.1(e)); provided that Producer may not withhold any payments that are owed to Midstream Co for Services actually performed by Midstream Co. Original Producer’s failure to accurately track, calculate and timely provide support of the total Net Acres sold pursuant to Section 16.2(b)(ii) shall constitute a material breach of Original Producer’s obligations hereunder.

(c) Specific Performance and Declaratory Judgments. Damages in the event of breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the right to seek a declaratory judgment and will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the Parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any Party from pursuing any other rights and remedies at Law or in equity that such Party may have.

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Section 11.2 No Election. In the event of a default by a Party under this Agreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or in equity, subject, however, to the limitations set forth in Section 11.3 and Article 15. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.

Section 11.3 Direct Damages. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 3.5(C), SECTION 7.3, AND ARTICLE 15.

Article 12
Force Majeure

Section 12.1 Force Majeure. If either Midstream Co or Producer is rendered unable by an event of Force Majeure to carry out, in whole or part, its obligations under this Agreement and such Party gives notice (which notice may initially be delivered orally so long as written notice is delivered as soon as reasonably practicable thereafter) and reasonably full details of the event (including the nature, extent, effect, and likely duration of the event or circumstances constituting the Force Majeure event) to the other Party as soon as practicable after the occurrence of the event, then, during the pendency of such Force Majeure, but only during that period, the obligations of the Party affected by the event shall be canceled or suspended, as applicable, to the extent required; provided, however, that notwithstanding anything in the foregoing to the contrary, no Party shall be relieved from any indemnification obligation or any obligation to make payments, as the result of Force Majeure, regardless of which Party is affected; provided further that if the Force Majeure impacts only a particular Facility Segment or Individual System, then the suspension of obligations described in this sentence shall apply only to the applicable Facility Segment or Individual System and not to the obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force

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Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.

Section 12.2 Extension Due to Force Majeure. If a Party is unable to meet any deadline set forth herein as a result of a Force Majeure, then provided that such Party complies with the provisions of Section 12.1, such deadline shall be extended for a period of time equal to the period of time during which such Party is delayed due to the Force Majeure.

Article 13
Change in Law; Uneconomic Service

Section 13.1 Changes in Applicable Law.

(a) If any new Laws are enacted or amended or any new interpretations in respect of previously existing Laws are issued after the T&C Effective Date that require Midstream Co to make capital expenditures with respect to the System, then Midstream Co may propose an increase to the applicable Individual Fee as may be necessary or appropriate to preserve and continue for the Parties the rights and benefits originally contemplated for the Parties by this Agreement; provided, however, that no increase to the applicable Individual Fee pursuant to this Section 13.1 shall be applicable unless and until, in the reasonable judgment of Midstream Co, Midstream Co would be required to make capital expenditures with respect to the System in order to comply with such new Law that materially and adversely affects the economics of the Services provided, fees received, or the other economic benefits of this Agreement for Midstream Co.

(b) Producer shall accept or reject, in its sole discretion, Midstream Co’s proposed increase to the Individual Fee within 30 Days after receiving such proposal from Midstream Co. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be deemed to have accepted such increase. The Parties will amend, update, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fees agreed to in accordance with this Section 13.1. If Producer rejects the amount of the proposed increase, then Producer shall elect to either (x) cause Midstream Co to release the Wells, Separator Facilities, Receipt Points, Spacing Units, and Dedicated Production that would have been affected by such increase in accordance with Section 2.4(a)(vii) or (y) at Producer’s sole cost and expense, cause Midstream Co make such capital expenditures with respect to the System in order to comply with such new Law and such capital expenditures shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2. In the event Producer makes an election under clause (y) above, (i) the Individual Fee shall not be increased pursuant to this Section 13.1 and (ii) the Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (b) comply with customary engineering, construction

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and operating specifications in the industry and such facilities will become part of the Individual System and the property of Midstream Co.

(c) Producer and Midstream Co shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new interpretations of existing Laws.

Section 13.2 Unprofitable Operations and Rights of Termination.

(a) Cessation of Services. If, in the sole discretion of Midstream Co, (x) the gathering of Product from any Wells, Separator Facilities or Receipt Points, (y) the delivery of Product to any Delivery Points or (z) the provision of any other Service under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Midstream Co shall not be obligated to provide the applicable Services so long as such condition exists.

(i) If Midstream Co suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates in any material respect from the then-applicable Development Report, then Midstream Co may resume providing such Services at any time, upon two Months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Spacing Units, Dedicated Properties, and Dedicated Production shall only be permanently released as a result of suspension under this clause (i) by mutual agreement of the Parties under Section 2.4(a)(iii).

(ii) If Midstream Co suspends Services under this Section 13.2(a) for any reason other than as specified in clause (i) above and (x) such suspension or curtailment continues for 30 consecutive Days or (y) Midstream Co delivers notice to Producer that such suspension shall be permanent, then the applicable Wells, Separator Facilities, Receipt Points, Spacing Units, and Dedicated Production shall be permanently released as specified in Section 2.4(a)(viii).

(b) Election not to Connect a Planned Well or Planned Separator Facility. If Midstream Co determines, in its discretion, that the connection of an Individual System to any Planned Well or Planned Separator Facility operated by Original Producer, as described in Section 3.1 hereof, would be uneconomical, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(f):

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Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the connection of the Individual System to such Planned Well or Planned Separator Facility and such connection shall be governed by Section 3.1. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.

(ii) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to connect the Planned Well or Planned Separator Facility to the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (ii) have the capacity to handle the estimated Dedicated Production in the Development Report and comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the connection of the Individual System to such Planned Well or Planned Separator Facility, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such connection shall otherwise be governed by Section 3.1. Beginning on the first Day Midstream Co receives Dedicated Production Tendered by Original Producer from any Well or Separator Facility connected in accordance with this clause (ii), then the Individual Fee paid on the Product received from the applicable Well or Separator Facility will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

(i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant Section 13.2(f).

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Section 3.1 hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(f):

(A)

No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.

(B)

If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1. Beginning on the first day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System

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will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

(d) Start Date of Suspension of Services. Midstream Co shall cause any suspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day.

(e) Supporting Documentation. As soon as Midstream Co determines that an expansion of the Individual System or connection of a Planned Well or Planned Separator Facility to the System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Midstream Co shall communicate the same to Producer. With respect to existing facilities, such notice shall be delivered to Producer at least 60 Days in advance of any proposed curtailment under this Section 13.2 and such notice shall be accompanied by documentation supporting its claim that certain Services have become uneconomical. With respect to planned facilities, Midstream Co shall indicate that providing Services to Planned Wells or Planned Separator Facilities is uneconomical by failing to include the necessary expansion or connection projects in the applicable System Plan and shall provide supporting documentation for its determination that such expansion or connection would be uneconomical, if requested by Producer. If Midstream Co delivers a System Plan (marked as “Final”) describing the necessary expansion or connection projects, such delivery shall be deemed to be a commitment by Midstream Co to complete such expansion or connection without exercising its rights under Section 13.2(b) or Section 13.2(c), as applicable, so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the Development Report, and any other factors deemed material by Midstream Co) do not materially change; provided, however that upon the initiation of Services through such expansion or connection project or through a component part of such expansion or connection project, such expansion, connection or applicable portion thereof shall be considered “existing facilities” for purposes of this Section 13.2 and Midstream Co shall have all of the rights set forth herein with respect to existing facilities that become uneconomical. Nothing in this Section 13.2(e) shall give Producer a right to consent to a suspension under this Section 13.2.

(f) No Obligation to Drill or Operate. Without limiting the right of Producer to revise the Development Report to eliminate any proposed Wells or Separator Facilities, nothing herein shall be construed to require Producer to drill any Well, to continue to operate any Well, to place any new Separator Facility into service or to maintain the operation of any Separator Facility that a prudent operator would not in like circumstances drill or continue to operate.

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Article 14
Regulatory Status

Section 14.1 Non-Jurisdictional System. The Services being provided by Midstream Co hereunder are intended to be gathering services, and no Governmental Authority currently establishes the rates or terms of service relating to the Services. This Agreement is subject to all valid present and future Laws of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, the Services performed, or the System. It is the intent of the Parties that no Governmental Authority shall alter any provisions in the Agreement in such a way that would have the effect of altering the economic benefits of either Party, as originally contemplated under this Agreement. The Parties shall (a) vigorously defend and support in good faith the enforceability of this Agreement and the continuance, without alternation, of the Services in any and all proceedings before any Governmental Authority in which this Agreement is subject to review and (b) not initiate or support, either directly or indirectly, any challenge with any Governmental Authorities to the rates provided herein or any other modification to this Agreement that would alter the economic benefits of a Party as originally contemplated under this Agreement.

Section 14.2 Government Authority Modification. Notwithstanding the provisions of Section 14.1, if the rates are changed or required to be changed or any other modification to this Agreement that alters the economic benefits of a Party, as originally contemplated under this Agreement, in response to any order, regulation, or other mandate of a Governmental Authority, then no such change or modification shall constitute a breach or other default under the terms of this Agreement, and the Parties shall negotiate in good faith to enter into such amendments to this Agreement or a separate arrangement in order to give effect, to the greatest extent possible, the economic benefit as originally contemplated in this Agreement. If, in the reasonable opinion of Midstream Co’s counsel, a Governmental Authority’s regulation of Midstream Co’s results in (a) Midstream Co not having the same economic benefits as originally contemplated under this Agreement or (b) Midstream Co’s or any of its Affiliate’s pipelines becoming subject to additional legal requirements or regulation, and the Parties have not mutually agreed as to how to mitigate or alleviate the foregoing, then Midstream Co shall have the right, without liability, to terminate this Agreement.

Article 15
Indemnification and Insurance

Section 15.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in Section 3.5(c) and Section 7.3:

(a) Producer Indemnification. Producer shall release, protect, defend, indemnify and hold harmless Midstream Co Group from and against all Losses directly or indirectly arising out

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of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any member of Producer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF MIDSTREAM CO GROUP OR ANY OTHER PERSONS.

(c) Regardless of Fault. AS USED IN THIS AGREEMENT, THE PHRASE “REGARDLESS OF FAULT” SHALL MEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT LIABILITY, OR OTHER FAULT, OF ANY MEMBER OF MIDSTREAM CO GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION.

Section 15.2 Indemnification Regarding Third Parties. Each Party shall release, protect, defend, indemnify and hold the other Party harmless against any Loss by a Third Party that is not a member of the Producer Group or Midstream Co Group, to the extent such Loss (a) is caused by the negligence or willful misconduct of said indemnifying Party or such Party’s Group, (b) in the case of Producer as indemnifying Party, results from claims by a Third Party of title, rights, or encumbrances in or to Product delivered by Producer to a Receipt Point, or (c) in the case of Midstream Co as indemnifying Party, results from claims by a Third Party of title, rights, or encumbrances in or to Product delivered by Midstream Co to a Delivery Point to the extent such claims are created by, through, or under Midstream Co.

Section 15.3 Penalties. Producer shall release, protect, defend, indemnify, and hold harmless Midstream Co from any Losses resulting from scheduling penalties or Monthly balancing provisions imposed by a Downstream Facility in any transportation contracts or service agreements associated with, or related to, Producer’s owned or Controlled Product, including any penalties imposed pursuant to the Downstream Facility’s tariff, or which may be caused by (i) an operational flow order or similar order respecting operating conditions issued by a Downstream Facility, (ii) a predetermined allocation directive from (or agreement with) Producer or (iii) other pipeline

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allocation methods, or by unscheduled production, or by unauthorized production, except to the extent any such Losses are caused by Midstream Co’s use of Other System Fuel.

Section 15.4 Insurance. Midstream Co and Producer shall (a) carry and maintain no less than the insurance coverage set forth in Exhibit D, and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s indemnification obligations hereunder, and (ii) written and endorsed to include waivers of all subrogation rights of the insurers against Midstream Co and its Group (in the case of Producer’s insurance) or Producer and its Group (in the case of Midstream Co’s insurance). Unless Producer is Original Producer, Producer shall also cause the insurance carried and maintained by it pursuant to this Section 15.4 to be endorsed to name Midstream Co and its Group as additional insureds or provide blanket additional insured status that covers Midstream Co and its Group as additional insureds, except in the case of worker’s compensation insurance. Any insurance provided by OpCo on behalf of Midstream Co that comports with this Section 15.4 shall be deemed to satisfy these requirements.

Article 16
Assignment

Section 16.1 Assignment of Rights and Obligations under this Agreement.

(a) Assignment. Except as specifically otherwise provided in this Agreement, no Party shall have the right to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior consent of Midstream Co (in the case of an assignment by Producer) or Producer (in the case of an assignment by Midstream Co), which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Producer may assign its rights and obligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties insofar as this Agreement relates to such Dedicated Properties without the consent of Midstream Co; provided that (A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, such writing shall take the form of an Agreement Addendum, executed by the applicable Midstream Co and the Producer Assignee (and others, if appropriate) and such writing shall be recorded in the real property records of the counties in which the Dedication Area is located, (B) such assignment is made subject to this Agreement, (C) if such assignment or transfer is made to an Affiliate of Producer, the Original Producer shall not be released from any of its obligations under this Agreement, and (D) if such transfer or assignment is to a Producer Assignee (a “Third Party Assignment”): (1) the Original Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred, (2) at least thirty (30) Days prior to the closing date of the Third Party Assignment (or, if the period between signing and closing is less than thirty (30) Days, as early as possible and in no event less

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than two Business Days prior to the closing of the Third Party Assignment), Producer shall cause the proposed Producer Assignee to deliver an updated Development Report to Midstream Co, and (3) prior to or on the closing date of the Third Party Assignment, the Producer Assignee shall deliver to Midstream Co (x) a copy of the writing pursuant to which the Third Party Assignment is occurring, and (y) documentation of any Conflicting Dedication affecting any Product of the Producer Assignee that would otherwise be considered Dedicated Production.

(b) Notice; Binding Effect. Within 30 Days prior to the date of execution of a permitted assignment by Producer, Producer shall give Midstream Co notice of any assignment of this Agreement or Dedicated Properties. Midstream Co shall give Producer written notice of any assignment of this Agreement within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 16.1 shall be null and void ab initio.

(c) Releases not Assignments. Any release of any of the Dedicated Properties from the Dedications pursuant to Section 2.4 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 16.

Section 16.2 Pre-Approved Assignments.

(a) Each Party shall have the right without the prior consent of the others to (i) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement, and (ii) make a transfer pursuant to any security interest arrangement described in clause (i) above, including any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.

(b) Original Producer (but not any subsequent Producer or Producer Assignee) may Transfer Dedicated Properties free of the terms, conditions and obligations of this Agreement in a Transfer (a “Proposed Transaction”), subject to Original Producer’s compliance with the following:

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compared to the Inbound Acreage, (y) the value of the Outbound Acreage vs. the Inbound Acreage (disregarding any benefit that is expected to accrue to Original Producer and its Affiliates, but including any value that Midstream Co could reasonably be expected to gain through the Proposed Transaction), and (z) such other operational and financial considerations as would be taken in similar transactions in accordance with generally accepted industry practice (including by way of accelerating volumes to be gathered by Midstream Co and whether Original Producer is trading non-operated acreage for operated acreage); then:

(A)

Original Producer shall give Midstream Co at least 60 Days’ prior written notice of the Proposed Transaction, which notice shall be by email from an authorized officer of Producer holding an office of vice president or more senior and shall include (1) descriptions of the Inbound Acreage (including section, township and range (or similar information), an estimate of the number of gross acres in a lease multiplied by the lessor’s mineral interest (“Lease Acres”), Net Acres, Lease Acres multiplied by the applicable net revenue interest (“Net Revenue Acres”), and the portion of such Lease Acres that Original Producer anticipates it would operate, if it acquires such acreage), (2) descriptions of the Outbound Acreage (including section, township and range (or similar information), an estimate of the number of Lease Acres, Net Acres, Net Revenue Acres, and the portion of such Lease Acres that Producer anticipates it would have operated, had it not assigned such acreage) and reasonably detailed supporting documentation of Producer’s analysis pursuant to clauses “(v)” through “(z)” above, (3) name of the entity or entities that are counterparties to the Proposed Transaction, if not confidential, (4) a detailed description of the Services that would be provided on the Outbound Acreage vs. the Inbound Acreage, (5) the value that Producer anticipates that it would receive if Producer consummates the Proposed Transaction and the value that Producer anticipates it will lose if it does not consummate the Proposed Transaction, and (6) any other information as Producer determines to be germane;


(B)	The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;


(C)	Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and

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Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and

(D)

Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct, or otherwise place into service infrastructure for the Outbound Acreage, so long as Midstream Co had informed Producer of its intention to install, build, construct or otherwise place into service the applicable infrastructure by inclusion of same in a System Plan delivered prior to the closing of the applicable Transfer.

(ii) Where such Transfer is of Dedicated Properties located in the Permian Basin and (x) is not of the type described in Section 16.2(b)(i), (y) pertains solely to Dedicated Properties located outside of the boundary shown on Annex A to the applicable Agreement Addendum and (z) would not cause the number of Net Acres of Dedicated Properties Transferred pursuant to this Section 16.2(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed 2,500 Net Acres. Original Producer shall be responsible for tracking the total acreage sold under this Section 16.2(b)(ii) and the number of Net Acres Transferred beginning on the Effective Date and continuing through the end of the Term and shall, upon request of Midstream Co, provide evidence supporting Original Producer’s calculation thereof.

(c) Upon Producer or its Affiliate (as applicable) providing reasonable documentation to show that it has satisfied, or will satisfy upon the closing of the Proposed Transaction, the applicable requirements of Section 16.2(b) above, then, subject to such satisfaction of the applicable requirements of Section 16.2(b) above, Producer and/or its Affiliate (as applicable) shall be entitled to a permanent release from the Dedications of its relevant interests in the Dedicated Properties and the production attributable thereto, effective as of the closing of the Proposed Transaction. If Producer or its Affiliate is entitled to a release from the Dedications pursuant to this Section 16.2, Midstream Co shall, within 10 Days following Producer’s written request, execute and deliver to Producer a release agreement, reasonably acceptable to all Parties and in recordable form, that reflects such release from the Dedications. If the Proposed Transaction does not occur within 120 Days of the satisfaction of the requirements of this Section 16.2, Producer or its Affiliate will not consummate the Proposed Transaction without again complying with this Section 16.2.

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other Party, such change of control may be the basis for a request of Adequate Assurance of Performance. Each member or owner of Producer or Midstream Co, as applicable, shall have the right to assign and transfer such member’s or owner’s interests (whether equity or otherwise and whether in whole or in part) in Producer or Midstream Co, as applicable, without restriction contained in this Agreement.

Article 17
Other Provisions

Section 17.1 Relationship of the Parties. The execution and delivery of an Agreement Addendum shall create a binding agreement between the Parties signatory thereto consisting of the terms set forth in such Agreement Addendum together with the terms set forth in these Agreement Terms and Conditions. The signatories of one Agreement Addendum shall not be bound to or otherwise in privity of contract with the signatories of any other Agreement Addendum, and the execution and delivery of each Agreement Addendum shall form a separate and distinct contract. This Agreement shall not be deemed or construed to create, a partnership, joint venture or association or a trust between Producer and Midstream Co or the Persons party to any other Agreement Addendum. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.

Section 17.2 Notices. Unless otherwise specified in the applicable provision, all notices, consents, approvals, requests, and other communications required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by bonded overnight courier, mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, return receipt requested, or, except in the case of notices of breach or default, sent by electronic mail (including with a PDF of the notice or other communication attached), in each case, addressed (i) if to Producer, at the address set forth on the applicable Agreement Addendum and (ii) if to Midstream Co, at the address set forth on the applicable Agreement Addendum; provided that in the case of any notice by electronic mail, such notice is confirmed by communication via another method permitted by this Section 17.2. Any notice, consent, approval, request, or other communication (“Communications”) given in accordance herewith shall be deemed to have been given when (a) actually received or rejected by the addressee in person or by courier, (b) (reserved), or (c) actually received or rejected by the addressee upon delivery by overnight courier or United States Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if transmitted during normal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their

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contact information for notice by giving notice to the other Party in the manner provided in this Section 17.2.

Section 17.3 Entire Agreement; Conflicts. This Agreement (consisting of these Agreement Terms and Conditions and the applicable Agreement Addendum) constitutes the entire agreement of Producer and Midstream Co pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of Producer and Midstream Co pertaining to the subject matter hereof. There are no warranties, representations, or other agreements between Producer and Midstream Co relating to the subject matter hereof except as specifically set forth in this Agreement, including the exhibits hereto, and no Party shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.

Section 17.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Person waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of Producer and Midstream Co under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

Section 17.5 Amendment.

(a) This Agreement may be amended only by an instrument in writing executed (except as otherwise set forth in this Section 17.5) by Producer and Midstream Co and expressly identified as an amendment or modification.

(b) In the event of a conflict between (i) these Agreement Terms and Conditions or any exhibit to this agreement, on the one hand, and (ii) an applicable Agreement Addendum, on the other, the applicable Agreement Addendum shall control.

- 66 –

First Amended and Restated

Low Pressure Gas Gathering and Compression Agreement

is not empowered to award consequential, indirect, special, punitive or exemplary damages, and each Party irrevocably waives any damages in excess of actual damages. Arbitration shall be held in the English language in the State, and the decision of the arbitration panel shall include a statement of the reasons for such decision, and the award shall be final and binding on Producer and Midstream Co from the date they are made and judgment upon any award may be entered in any court having jurisdiction. The arbitrator shall apply the Laws of the State, excluding any conflicts of Law rule or principle that might refer construction of such provisions to the Laws of another jurisdiction.

Section 17.7 Parties in Interest. Except for parties indemnified hereunder, nothing in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.

Section 17.8 Preparation of Agreement. The Parties and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.

Section 17.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, Producer and Midstream Co, as applicable, shall negotiate in good faith to modify this Agreement so as to effect the original intent of Producer and Midstream Co as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. A ruling of invalidity, illegality or unenforceability as to one Agreement shall only be applicable to that Agreement, not all the Agreements covered by these Agreement Terms and Conditions.

Section 17.10 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto; provided that the originals of any such electronically provided signatures shall be provided by the signatory, if requested by the other Party within a week of exchanging signatures.

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First Amended and Restated

Low Pressure Gas Gathering and Compression Agreement

regulations of any stock exchange on which any securities of the Parties or any Affiliates thereof are traded. Nothing in this Agreement shall prohibit the Parties from disclosing whatever information in such manner as may be required by applicable Law; nor shall any Party be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to a Party or to any Person proposing to purchase the equity in any Party or the assets owned by any Party. Notwithstanding the foregoing, the restrictions in this Section 17.11 will not apply to data or information that (i) is in the possession of the Person receiving such information prior to disclosure by the other Party, (ii) is or becomes known to the public other than as a result of a breach of this Agreement or (iii) becomes available to a Party a non-confidential basis from a source other than the other Party, provided that such source is not bound by a confidentiality agreement with, or other fiduciary obligations of confidentiality to, the other Party. This Section will survive any termination of this Agreement for a period of 24 Months from the end of the Year in which the date of such termination occurred.

(End of Agreement Terms and Conditions)

- 68 –

First Amended and Restated

Low Pressure Gas Gathering and Compression Agreement

IN WITNESS WHEREOF, the Parties have caused these Agreement Terms and Conditions to be executed as of the T&C Effective Date.

On behalf of each Midstream Co:



NOBLE MIDSTREAM PARTNERS LP
By: Noble Midstream GP LLC, its general partner

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

On behalf of each Producer:



NOBLE ENERGY, INC.

By: /s/ Aaron G. Carlson
Name: Title:	Aaron G. Carlson Vice President

[Signature Page to the First Amended and Restated Agreement Terms and Conditions Relating to Low Pressure Gas Gathering and Compression Services]

Exhibit 10.5.4

INCREMENTAL FACILITY AND AMENDMENT AGREEMENT dated as of December 13, 2019 (this “Agreement”), among NOBLE MIDSTREAM SERVICES LLC, a Delaware limited liability company (the “Borrower”), NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Parent”), the GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent.

Reference is made to the Credit Agreement dated as of September 20, 2016, as amended and restated as of March 9, 2018 (the “Revolving Credit Agreement”), among the Borrower, the Parent, the lenders party thereto (collectively, the “Existing Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not otherwise defined in this Agreement have the meanings specified in the Revolving Credit Agreement.

The Borrower has requested that (a) the Aggregate Commitment be increased by $350,000,000 to $1,150,000,000 and (b) the Revolving Credit Agreement be amended as set forth herein.

Each Increasing Lender (as defined below) has agreed to provide a Commitment on the Amendment Effective Date (as defined below) in an amount not to exceed the amount set forth on Schedule 1 hereto opposite its name, and each of the Increasing Lenders and each of the other Existing Lenders has agreed to amend the Revolving Credit Agreement as set forth herein, in each case, on the terms and subject to the conditions set forth herein.

JPMorgan Chase Bank, N.A. has been appointed to act, and has agreed to act, as sole lead arranger and sole bookrunner for the transactions contemplated hereby (in such capacities, the “Arranger”).

Accordingly, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1.	Commitment Increase.

(a) Each Person listed on Schedule 1 hereto (collectively, the “Increasing Lenders”) agrees that, on and as of the Amendment Effective Date, the Commitment of such Increasing Lender shall increase by (or, if such Person is not an Existing Lender, such Increasing Lender shall extend a Commitment equal to) the amount set forth opposite its name on Schedule 1. For the avoidance of doubt, on the Amendment Effective Date, the Pro Rata Shares of all the Lenders shall automatically be adjusted to give effect to the provisions of this Section 1(a). The parties hereto acknowledge and agree that, for the purposes of the limit on the amount of increases in the Aggregate Commitment permitted under Section 2.15 of the Credit Agreement, after the Amendment Effective Date, unless otherwise agreed in accordance with the Credit Agreement, the Borrower may no longer request an increase in the Aggregate Commitment thereunder.

(b) To the extent its approval is required under Section 2.15 of the Revolving Credit Agreement, each of the Administrative Agent, the L/C Issuers and the Swing Line Lenders hereby approves the identity of the Increasing Lenders.

[[5255041]]

(c) Each Lender (including each Increasing Lender) and each L/C Issuer party hereto acknowledges and agrees that, on and as of the Amendment Effective Date and without any further action on the part of the applicable L/C Issuer or the Lenders, all participations in Letters of Credit issued and outstanding on the Amendment Effective Date (the “Existing Letters of Credit”) shall be reallocated among the Lenders on the basis of their Pro Rata Shares of the Outstanding Amount of the L/C Obligations, calculated after giving effect to the transactions contemplated by Section 1(a) hereof, and that, in furtherance of the foregoing, on the Amendment Effective Date each L/C Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from each L/C Issuer, a participation in each Existing Letter of Credit issued by such L/C Issuer equal to such Lender’s Pro Rata Share of the Outstanding Amount of the L/C Obligations in respect thereof, calculated after giving effect to the transactions contemplated by this Section 1(a). Such participation shall be governed by the terms of Section 2.03 of the Revolving Credit Agreement, as amended hereby.


SECTION 2.	Amendment of Revolving Credit Agreement.

Effective as of the Amendment Effective Date, the Revolving Credit Agreement (excluding the schedules and exhibits thereto, each of which shall remain as in effect immediately prior to the Amendment Effective Date) is hereby amended by inserting the language indicated in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined text or double-underlined text) in Exhibit A hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) in Exhibit A hereto.

SECTION 3. Representations and Warranties. Each of the Loan Parties represent and warrant to the other parties hereto that:

(a) The execution, delivery and performance by each Loan Party of this Agreement, including the Borrower’s incurrence of Debt under the Commitments provided under Section 1(a) hereof, are within the corporate or other organizational powers of such Loan Party and have been duly authorized by all necessary corporate or other organizational action. This Agreement has been duly executed and delivered by each Loan Party, and constitutes a valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors’ rights.

(b) As of the Amendment Effective Date and after giving effect to the transactions contemplated hereby:

(i) the representations and warranties of each Loan Party set forth in Article V of the Revolving Credit Agreement and in any other Loan Document are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of the Amendment Effective Date (or, if such representation speaks as of an earlier date, as of such earlier date), it being understood that for purposes of this paragraph (b)(i), the term Transactions, as used in any such representations and warranties, will be understood to include the execution, delivery and performance of this

[[5255041]]

Agreement and the borrowing of Loans after giving effect to the increase in the Aggregate Commitment effected hereby;

(ii) no Default or Event of Default has occurred and is continuing; and

(iii) after giving to the increase in the Aggregate Commitment effected hereby (including any Borrowings to be made on the Amendment Effective Date), the Parent shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.02 of the Credit Agreement.

SECTION 4. Amendment Effective Date. This Agreement shall become effective on the first date (the “Amendment Effective Date”) on which each of the following conditions shall be satisfied (or waived in accordance with Section 10.01 of the Revolving Credit Agreement):

(a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent, each of the other Loan Parties, each of the Increasing Lenders, each of the other Existing Lenders, each of the L/C Issuers and each of the Swing Line Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received:

(i) a certificate of a Responsible Officer of each Loan Party (or of the general partner or sole member of such Loan Party) certifying that (1) except as attached to such certificate, no changes have been effected since the Restatement Closing Date or, if later, since the date on which such Person became a Loan Party to the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party or to the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party and, in each case, that such document, in the form theretofore delivered to the Administrative Agent on the Restatement Closing Date or such later date, remains in force and effect on the Amendment Effective Date and (2) attached thereto is a true, correct and complete copy of resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement;

(ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying that the representations and warranties in Section 3 hereof are true and correct on and as of the Amendment Effective Date;

(iii) a certificate signed by the chief financial officer of the General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Parent, on behalf of the Parent, certifying that on and as of

[[5255041]]

the Amendment Effective Date, after giving effect to the transactions described herein, the Parent and its Subsidiaries are Solvent on a consolidated basis; and

(iv) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization.

(c) The Administrative Agent shall have received an opinion of Vinson & Elkins LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Arranger, each Lender and each L/C Issuer, in each case as to such customary matters regarding the transactions contemplated herein and in such form as the Administrative Agent may reasonably request.

(d) The Borrower shall have made any prepayment required by Section 2.15(c) of the Revolving Credit Agreement.

(e) The Parent and the Borrower shall have provided to the Administrative Agent and the Increasing Lenders, to the extent requested at least five Business Days prior to the Amendment Effective Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Increasing Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Increasing Lender.

(f) The Administrative Agent shall have received from the Borrower payment of all fees required to be paid by the Borrower to the Arranger or any Increasing Lender in connection with the transactions contemplated hereby, as separately agreed by the Borrower and the Arranger.

(g) The Administrative Agent shall have received from the Borrower payment of all expenses (including Attorney Costs) required to be paid by the Borrower in connection with the Loan Documents and for which invoices have been presented at least one Business Day prior to the Amendment Effective Date.

The Administrative Agent shall notify the Borrower, the Parent, the Lenders and the L/C Issuers of the occurrence of the Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Reaffirmation by Guarantors. Each Guarantor hereby unconditionally and irrevocably ratifies and reaffirms (a) all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and (b) its Guarantee of the Obligations (including any Obligations in respect of the Commitments (and all L/C Obligations and Swing Line Exposures thereunder) as increased hereby) pursuant to the Guarantee Agreement and confirms that such Guarantee continues to have full force and effect, in each case after giving effect to this Agreement and the amendments to the Revolving Credit Agreement effected hereby. In addition, each Guarantor hereby agrees that the Loan Documents (including, without limitation, the Guarantee Agreement,) shall remain in full force and effect and

[[5255041]]

shall continue to be the legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms.


SECTION 6.	Effect of this Agreement.

(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Revolving Credit Agreement as amended hereby.

(b) The Revolving Credit Agreement, as amended by this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the L/C Issuers, the Swing Line Lenders or the Administrative Agent under the Revolving Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Revolving Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Revolving Credit Agreement or any other Loan Document in similar or different circumstances. This Agreement shall constitute a “Loan Document” for all purposes of the Revolving Credit Agreement and the other Loan Documents.

SECTION 7. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8. No Novation. The Borrower has requested, and the Lenders party hereto have agreed, that the Revolving Credit Agreement be, effective from the Amendment Effective Date, amended as set forth in this Agreement. Such amendment shall not constitute a novation of any Debt or other Obligations owing to the Lenders, the L/C Issuers, the Swing Line Lenders or the Administrative Agent under the Revolving Credit Agreement.

SECTION 9. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

SECTION 10. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

[Signature Pages Follow]

[[5255041]]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.



NOBLE MIDSTREAM SERVICES, LLC,
By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to Incremental Facility and Amendment Agreement]



NOBLE MIDSTREAM PARTNERS LP,
By: Noble Midstream GP LLC, its sole general partner

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



BLACK DIAMOND GATHERING HOLDINGS LLC
By: Laramie River DevCo LP, its sole member
By: Laramie River DevCo GP LLC, its sole general partner
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



BLANCO RIVER DEVCO GP LLC
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



BLANCO RIVER DEVCO LP
By: Blanco River DevCo GP LLC, its sole general partner
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to Incremental Facility and Amendment Agreement]



COLORADO RIVER DEVCO GP LLC
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



COLORADO RIVER DEVCO LP
By: Colorado River DevCo GP LLC, its sole general partner
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



DOS RIOS RIVER DEVCO LLC
By: Noble Midstream Services, LLC, a Delaware limited liability company, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



DOS RIOS Y-GRADE HOLDINGS LLC
By: Dos Rios DevCo LLC, a Delaware limited liability company, its sole member
By: Noble Midstream Services, LLC, a Delaware limited liability company, sole member of Dos Rios DevCo LLC

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to Incremental Facility and Amendment Agreement]



DOS RIOS CRUDE HOLDINGS LLC
By: Dos Rios DevCo LLC, a Delaware limited liability company, its sole member
By: Noble Midstream Services, LLC, a Delaware limited liability company, sole member of Dos Rios DevCo LLC

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



GREEN RIVER DEVCO GP LLC
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



GREEN RIVER DEVCO LP
By: Green River DevCo GP LLC, its sole general partner
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



LARAMIE RIVER DEVCO GP LLC
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to Incremental Facility and Amendment Agreement]



LARAMIE RIVER DEVCO LP
By: Laramie River DevCo GP LLC, its sole general partner
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



NOBLE MIDSTREAM HOLDINGS LLC
By: /s/ Phillip S. Welborn
Name: Title:	Phillip S. Welborn Vice President - Accounting



SAN JUAN RIVER DEVCO GP LLC
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



SAN JUAN RIVER DEVCO LP
By: San Juan River DevCo GP LLC, its sole general partner
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to Incremental Facility and Amendment Agreement]



TRINITY RIVER DEVCO LLC
By: Noble Midstream Services, LLC, its sole member

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer



CLAYTON WILLIAMS PIPELINE LLC
By: /s/ Phillip S. Welborn
Name: Title:	Phillip S. Welborn Vice President - Accounting

[Signature Page to Incremental Facility and Amendment Agreement]



JPMORGAN CHASE BANK, N.A., individually and as the Administrative Agent, a Swing Line Lender and an L/C Issuer,
By: /s/ Arina Mavilian
Name: Title:	Arina Mavilian Authorized Signatory

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Bank of America, N.A., as Lender, L/C Issuer and Swing Line Lender:



By: /s/ Greg M. Hall
Name: Title:	Greg M. Hall Vice President

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Citibank, N.A., in its capacity as a lender and as an L/C Issuer and Swing Line Lender:



By: /s/ Maureen Maroney
Name: Title:	Maureen Maroney Vice President

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

DNB Capital LLC as Lender:



By: /s/ Andrew J. Shohet
Name: Title:	Andrew J. Shohet Senior Vice President



By: /s/ Jessika Larsson
Name: Title:	Jessika Larsson Vice President

DNB Bank ASA, New York Branch as L/C Issuer:



By: /s/ Andrew J. Shohet
Name: Title:	Andrew J. Shohet Senior Vice President



By: /s/ Jessika Larsson
Name: Title:	Jessika Larsson Vice President

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Mizuho Bank, Ltd:



By: /s/ Donna DeMagistris
Name: Title:	Donna DeMagistris Authorized Signatory

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

MUFG Bank, Ltd (f.k.a. The Bank of Tokyo-Mitsubishi UFJ, Ltd):



By: /s/ Stephen W. Warfel
Name: Title:	Stephen W. Warfel Managing Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

BMO HARRIS BANK N.A., as a Lender:



By: /s/ Matthew Davis
Name: Title:	Matthew Davis Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

BARCLAYS BANK PLC, as a Lender:



By: /s/ Sydney G. Dennis
Name: Title:	Sydney G. Dennis Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

BBVA USA:



By: /s/ Mark H. Wolf
Name: Title:	Mark H. Wolf SVP

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Export Development Canada:



By: /s/ Trevor Mulligan
Name: Title:	Trevor Mulligan Financing Manager



By: /s/ Mohamed Al-Serri
Name: Title:	Mohamed Al-Serri Senior Associate

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

GOLDMAN SACHS BANK USA:



By: /s/ Ryan Durkin
Name: Title:	Ryan Durkin Authorized Signatory

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, AS A LENDER:



By: /s/ Scott Nickel
Name: Title:	Scott Nickel Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

SOCIETE GENERALE:



By: /s/ Diego Medina
Name: Title:	Diego Medina Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Sumitomo Mitsui Banking Corporation:



By: /s/ Michael Maguire
Name: Title:	Michael Maguire Executive Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

The Toronto-Dominion Bank, New York Branch as Lender:



By: /s/ Angela Del Duca
Name: Title:	Angela Del Duca Authorized Signatory

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

WELLS FARGO BANK, N.A.:



By: /s/ Brandon Dunn
Name: Title:	Brandon Dunn Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

TRUIST BANK, formerly known as BRANCH BANKING & TRUST COMPANY



By: /s/ Lincoln LaCour
Name: Title:	Lincoln LaCour Vice President

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK:



By: /s/ Michael Willis
Name: Title:	Michael Willis Managing Director

For any Lender requiring a second signature block:



By: /s/ Dixon Schultz
Name: Title:	Dixon Schultz Managing Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

ING Capital LLC as a Lender:



By: /s/ Scott Lamoreaux
Name: Title:	Scott Lamoreaux Director



By: /s/ Charles Hall
Name: Title:	Charles Hall Managing Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

MORGAN STANLEY BANK, N.A.:



By: /s/ Michael King
Name: Title:	Michael King Authorized Signatory

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Natixis New York Branch:



By: /s/ Yan Meunier
Name: Title:	Yan Meunier Executive Director



By: /s/ Ajay Prakash
Name: Title:	Ajay Prakash Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

PNC BANK, N.A.:



By: /s/ Daniel Winters
Name: Title:	Daniel Winters Vice President

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

ROYAL BANK OF CANADA, as a Lender:



By: /s/ Grace Garcia
Name: Title:	Grace Garcia Authorized Signatory

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK:



By: /s/ Justin K. Martin
Name: Title:	Justin K. Martin Director

For any Lender requiring a second signature block:



By: /s/ Amit Wynalda
Name: Title:	Amit Wynalda Executive Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

DBS Bank Ltd.:



By: /s/ Yeo How Ngee
Name: Title:	Yeo How Ngee Managing Director

[Signature Page to Incremental Facility and Amendment Agreement]

LENDER SIGNATURE PAGE TO

THE INCREMENTAL FACILITY AND AMENDMENT AGREEMENT
RELATING TO

THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 20, 2016,

AS AMENDED AND RESTATED AS OF MARCH 9, 2018, OF
NOBLE MIDSTREAM SERVICES LLC

Fifth Third Bank, National Association:



By: /s/ Larry Hayes
Name: Title:	Larry Hayes Director

[Signature Page to Incremental Facility and Amendment Agreement]

Schedule 1

Increasing Lenders



Lender	Increase in Commitment	Total Commitment After Giving Effect to the Increase in the Commitment
JPMorgan Chase Bank, N.A.	$24,875,000	$77,375,000
Bank of America, N.A.	$24,875,000	$77,375,000
Citibank, N.A.	$24,875,000	$77,375,000
DNB Capital LLC	$24,875,000	$77,375,000
Mizuho Bank, Ltd.	$24,875,000	$77,375,000
MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.)	$24,875,000	$77,375,000
BMO Harris Bank, N.A.	$20,500,000	$67,500,000
Barclays Bank PLC	$14,250,000	$46,250,000
BBVA, USA	$14,250,000	$46,250,000
Export Development Canada	$14,250,000	$46,250,000
Goldman Sachs Bank USA	$14,250,000	$46,250,000
The Bank of Nova Scotia, Houston Branch	$14,250,000	$46,250,000
Societe Generale	$14,250,000	$46,250,000
Sumitomo Mitsui Banking Corporation	$14,250,000	$46,250,000
The Toronto-Dominion Bank, New York Branch	$14,250,000	$46,250,000
Wells Fargo Bank, National Association	$14,250,000	$46,250,000
Truist Bank (formerly known as Branch Banking and Trust Company)	$13,000,000	$28,000,000
Crédit Agricole Corporate and Investment Bank	$6,500,000	$21,500,000
ING Capital LLC	$6,500,000	$21,500,000
Morgan Stanley Bank, N.A.	$6,500,000	$21,500,000
Natixis, New York Branch	$6,500,000	$21,500,000
PNC Bank, National Association	$6,500,000	$21,500,000

[[5255041]]



Lender	Increase in Commitment	Total Commitment After Giving Effect to the Increase in the Commitment
Royal Bank of Canada	$6,500,000	$21,500,000
ABN AMRO Capital USA LLC	$0	$15,000,000
DBS Bank Ltd.	$0	$15,000,000
Fifth Third Bank, National Association	$0	$15,000,000
Total	$350,000,000	$1,150,000,000

[[5255041]]

Exhibit A

Amendments to the Revolving Credit Agreement

[[5255041]]

EXHIBIT A

CREDIT AGREEMENT

dated as of September 20, 2016,

as amended and restated as of March 9, 2018,

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

________________________

JPMORGAN CHASE BANK, N.A.,
CITIGROUP GLOBAL MARKETS INC.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

MIZUHO BANK, LTD.

and

DNB MARKETS, INC.,

as Joint Lead Arrangers and Joint Book Runners

CITIBANK, N.A.,

as Syndication Agent

BANK OF AMERICA, N.A.,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

MIZUHO BANK, LTD.

and

DNB BANK ASA, NEW YORK BRANCH,

as Documentation Agents

[[5256212]]

Table of Contents

Page



Article I DEFINITIONS AND ACCOUNTING TERMS	1

1.01 Defined Terms	1
1.02 Other Interpretive Provisions	33
1.03 Accounting Terms	34
1.04 Interest Rate; LIBOR Notification	35
1.05 Rounding	35
1.06 References to Agreements and Laws	35
1.07 Times of Day	36
1.08 Letter of Credit Amounts	36

Article II THE COMMITMENTS AND BORROWINGS	36

2.01 The Loans	36
2.02 Borrowings, Conversions and Continuations of Loans	36
2.03 Letters of Credit	37
2.04 Swing Line Loans	47
2.05 Prepayments	50
2.06 Termination or Reduction of Commitments	51
2.07 Repayment of Loans	51
2.08 Interest	51
2.09 Fees	52
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	52
2.11 Evidence of Debt	53
2.12 Payments Generally	54
2.13 Sharing of Payments	55
2.14 Cash Collateral	56
2.15 Increase in Aggregate Commitment	57
2.16 Maturity Extension Requests	59
2.17 Defaulting Lenders	61

Article III TAXES, YIELD PROTECTION AND ILLEGALITY	64

3.01 Taxes	64
3.02 Illegality	68
3.03 Inability to Determine Rates	69
3.04 Increased Cost and Reduced Return; Capital Adequacy and Liquidity	70
3.05 Funding Losses	71
3.06 Mitigation Obligations; Designation of a Different Lending Office	72
3.07 Matters Applicable to all Requests for Compensation	72

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3.08 Survival	72

Article IV CONDITIONS PRECEDENT TO RESTATEMENT CLOSING DATE AND TO CREDIT EXTENSIONS	72

4.01 Conditions to Restatement Closing Date	72
4.02 Conditions to all Credit Extensions	73

Article V REPRESENTATIONS AND WARRANTIES	73

5.01 Corporate Existence and Power	73
5.02 Corporate and Governmental Authorization; No Contravention; No Default	73
5.03 Binding Effect	74
5.04 Financial Information	74
5.05 Litigation	74
5.06 Compliance with ERISA	75
5.07 Environmental Matters	75
5.08 Taxes	75
5.09 Subsidiaries	76
5.10 Regulatory Restrictions on Borrowing; Margin Regulations	76
5.11 Full Disclosure	76
5.12 Compliance with Laws	76
5.13 Ownership of Property; No Liens; Insurance	76
5.14 Solvency	77
5.15 Patriot Act	77
5.16 Anti-Corruption Laws and Sanctions	77
5.17 Material Contracts	77
5.18 EEA Financial Institutions	77

Article VI AFFIRMATIVE COVENANTS	78

6.01 Information; Notices of Material Events	78
6.02 Payment of Taxes and Obligations	81
6.03 Maintenance of Property; Insurance	81
6.04 Conduct of Business and Maintenance of Existence	81
6.05 Compliance with Laws	81
6.06 Inspection of Property, Books and Records	82
6.07 Use of Proceeds	82
6.08 Governmental Approvals and Filings	82
6.09 Material Contracts	82
6.10 Guarantee Matters	82
6.11 Subsidiaries	83

[[5256212]]



Article VII NEGATIVE COVENANTS	84

7.01 Liens	84
7.02 Financial Covenants	87
7.03 Transactions with Affiliates	87
7.04 Restricted Payments	88
7.05 Mergers and Fundamental Changes	88
7.06 Change in Nature of Business	89
7.07 Use of Proceeds	89
7.08 Dispositions	89
7.09 Debt	90
7.10 Changes in Fiscal Year; Organization Documents	92
7.11 Subsidiaries	93
7.12 Swap Contracts	93

Article VIII EVENTS OF DEFAULT AND REMEDIES	94

8.01 Events of Default	94
8.02 Remedies Upon Event of Default	96
8.03 Application of Funds	96

Article IX ADMINISTRATIVE AGENT	97

9.01 Appointment and Authorization of Administrative Agent	97
9.02 Rights as a Lender	98
9.03 Exculpatory Provisions	98
9.04 Reliance by Administrative Agent	99
9.05 Indemnification of Administrative Agent and L/C Issuers	99
9.06 Delegation of Duties	100
9.07 Resignation of Administrative Agent	100
9.08 Non-Reliance on Administrative Agent and Other Lenders	101
9.09 No Other Duties, Etc	101
9.10 Administrative Agent May File Proofs of Claim	101
9.11 Certain ERISA Matters	102

Article X MISCELLANEOUS	104

10.01 Amendments, Etc	104
10.02 Notices; Effectiveness; Electronic Communication	106
10.03 No Waiver; Cumulative Remedies	108
10.04 Attorney Costs, Expenses and Taxes	108
10.05 Indemnification; Damage Waiver	108
10.06 Payments Set Aside	110

iii

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10.07 Successors and Assigns	110
10.08 Confidentiality	116
10.09 Set-off	117
10.10 Interest Rate Limitation	117
10.11 Counterparts	117
10.12 Integration	117
10.13 Survival of Representations and Warranties	118
10.14 Severability	118
10.15 Reserved	118
10.16 Replacement of Lenders	118
10.17 Governing Law; Jurisdiction	119
10.18 No Advisory or Fiduciary Responsibility	120
10.19 Waiver of Right to Trial by Jury	121
10.20 USA PATRIOT Act Notice	121
10.21 Entire Agreement	121
10.22 No General Partner’s Liability for Revolving Facility	121
10.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions	122

[[5256212]]

SCHEDULES

2.01 Commitments

5.09 Subsidiaries as of the Restatement Closing Date

7.03 Affiliate Contracts as of the Restatement Closing Date

7.09 Debt as of Restatement Closing Date

7.11 Certain Agreements as of the Restatement Closing Date

10.02 Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A-1 Loan Notice

A-2 Swing Line Loan Notice

B-1 Revolving Note

B-2 Swing Line Note

C Compliance Certificate

D Assignment and Assumption

E [Reserved]

F-1 U.S. Tax Compliance Certificate (Form 1)

F-2 U.S. Tax Compliance Certificate (Form 2)

F-3 U.S. Tax Compliance Certificate (Form 3)

F-4 U.S. Tax Compliance Certificate (Form 4)

[[5256212]]

CREDIT AGREEMENT

CREDIT AGREEMENT dated as of September 20, 2016, as amended and restated as of March 9, 2018, 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 Swing Line 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 1/100 of 1%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan 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

[[5256212]]

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 and its Related Parties.

“Aggregate Commitment” means the aggregate Commitments of all the Lenders. The Aggregate Commitment on the Restatement Closing Date is $800,000,000.

“Agreement” means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” means all Laws 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 the Borrower has obtained a Public Debt Rating from either S&P or Moody’s, the applicable percentages per annum set forth in the Leverage Based Pricing Grid below, based upon the Consolidated Leverage Ratio of the Parent:

LEVERAGE BASED PRICING GRID



Pricing Level	Consolidated Leverage Ratio	Commitment Fee Rate	Eurodollar Rate	Letters of Credit	Base Rate
1	Less than 2.75 to 1.00	0.200%	1.250%	1.250%	0.250%
2	Greater than or equal to 2.75 to 1.00 but less than 3.50 to 1.00	0.225%	1.375%	1.375%	0.375%
3	Greater than or equal to 3.50 to 1.00 but less than 4.25 to 1.00	0.275%	1.500%	1.500%	0.500%
4	Greater than or equal to 4.25 to 1.00	0.325%	1.750%	1.750%	0.750%

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 applicable percentages per annum set forth in the Ratings Based Pricing Grid below, based upon the Public Debt Ratings of the Parent or the Borrower:

RATINGS BASED PRICING GRID



Pricing Level	Public Debt Ratings S&P/Moody’s	Commitment Fee Rate	Eurodollar Rate	Letters of Credit	Base Rate
1	BBB+/Baa1 or higher	0.125%	1.125%	1.125%	0.125%
2	BBB/Baa2	0.175%	1.250%	1.250%	0.250%
3	BBB-/Baa3	0.200%	1.500%	1.500%	0.500%
4	BB+/Ba1or lower	0.250%	1.750%	1.750%	0.750%

[[5256212]]

From the Original 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 the 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 the 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 or the Borrower 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 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 JPMorgan, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its Subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Restatement Closing Date), The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group, Mizuho Bank, Ltd. and DNB Markets, Inc., in their capacities as joint lead arrangers and joint bookrunners for the credit facility established hereunder.

“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.

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

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction at the time of determination, the present value (discounted at the interest rate implicit in the terms of the relevant lease in accordance with GAAP) of the total remaining obligations of the lessee for rental payments pursuant to such Sale and Leaseback Transaction (reduced by the amount of rental obligations of any sublessee of all or part of the same property) during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended, or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of a penalty (and, in the case of any such termination upon payment of a penalty, the rental payments shall include the lesser of (a) the remaining applicable lease payments until the first date upon which it may be so terminated plus the then applicable penalty upon termination and (b) the lease payment to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised)), after excluding from such rental payments all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges; provided that if such Sale and Leaseback Transaction results in a Capital Lease, the amount of Debt represented thereby will be determined in accordance with the definition of “Capital Lease.”

“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 Original 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 ½ of 1% per annum 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% per annum, provided that, the Adjusted Eurodollar Rate for any day shall be based on the LIBOR Screen Rate (or, if the LIBOR Screen Rate is not available for a maturity of one month but is available for periods both longer and shorter than such period, the Interpolated Rate) at approximately 11:00 a.m., London time, on such day. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for

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the avoidance of doubt, only until the amendment hereto has become effective pursuant to Section 3.03(b)), then for purposes of clause (c) above the Adjusted Eurodollar Rate shall be deemed to be zero. 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.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurodollar Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for all purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.

“Benchmark Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Rate).

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

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“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the Eurodollar Rate:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the LIBOR Screen Rate permanently or indefinitely ceases to provide the LIBOR Screen Rate; or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the Eurodollar Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the LIBOR Screen Rate announcing that such administrator has ceased or will cease to provide the LIBOR Screen Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Screen Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Screen Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Screen Rate, in each case which states that the administrator of the LIBOR Screen Rate has ceased or will cease to provide the LIBOR Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate; and/or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate announcing that the LIBOR Screen Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Eurodollar Rate and solely to the

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extent that the Eurodollar Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder in accordance with Section 3.03(b) and (b) ending at the time that a Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder pursuant to Section 3.03(b).

“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 the Parent or any of its Subsidiaries.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning specified in the preamble 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; provided that if such day relates to any Eurodollar Rate Loan, such day must also be a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“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; the amount of obligations in respect of such lease shall be the capitalized amount thereof determined in accordance with GAAP. For purposes of Section 7.01, a Capital Lease shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“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

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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 Restatement Closing Date, 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 (a) the Parent to own and control 100% of the Capital Stock of the Borrower, (b) the General Partner to be the sole general partner of, and to Control, the Parent or (c) Noble to own, directly or indirectly, at least 50.1% of the Voting Stock of, and to Control, the General Partner.

“Code” means the Internal Revenue Code of 1986.

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“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.

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:

(a) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; or

(b) if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;

provided that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (a) or (b) above is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement”.

“Consenting Lender” has the meaning specified in Section 2.16(a).

“Consolidated EBITDA” means, for any period, 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, profits, revenues or capital gains, (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

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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.

“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 any 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 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, (f) the income or loss of, and any amounts referred to in clause (e) above paid to, any Subsidiary that is not wholly owned, directly or indirectly, by the Parent to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such Subsidiary and (g) 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,

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as of the date of determination of Consolidated Net Income, restricted by its Organization 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 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 ended fiscal quarter, in accordance with GAAP.

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

“Corresponding Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding any business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurodollar Rate.

“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 unreimbursed amount of all drafts drawn under any letters of credit;

(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.

For all purposes hereof, the Debt of any Person 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 such Person is a general partner or a joint venturer (provided, however, for the avoidance of doubt,

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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 such Person.

“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.

“Declining Lender” has the meaning specified in Section 2.16(a).

“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 (a) in the case of principal of any Loan, the interest rate then applicable to such Loan (inclusive of the Applicable Rate with respect thereto) plus two percent (2.00%) and (b) in the case of any other amount, the interest rate then applicable to Base Rate Loans (inclusive of the Applicable Rate with respect thereto) plus two percent (2.00%).

“Defaulting Lender” means, subject to Section 2.17(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 an Undisclosed Administration or the ownership or

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acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such Undisclosed Administration or 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 2.17(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.

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

“Early Opt-in Election” means the occurrence of:

(a) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 3.03(b), are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate, and

(b) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

“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.

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“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), 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.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar Rate” means, for any Interest Period for each Eurodollar Rate Loan, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in 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 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).

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

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Lender (including for purposes of this definition, any L/C Issuer) or other 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 withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means this Agreement as in effect immediately prior to the Restatement Closing Date.

“Existing Maturity Date” has the meaning specified in Section 2.16(a).

“Extension Effective Date” has the meaning specified in Section 2.16(a).

“FATCA” means Sections 1471 through 1474 of the Code, as of the Restatement Closing Date (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 fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions, as determined in such manner as shall be set forth on the NYFRB Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

“Fee Letters” means each Fee Letter, dated as of February 6, 2018, between the Administrative Agent and/or an Arranger, on the one hand, and the Parent and the Borrower, on the other hand.

“Finco Subsidiary” means any wholly owned Subsidiary of the Parent or of the Borrower that (a) is formed exclusively for the purpose of co-issuing Debt with the Parent or the Borrower and (b) does not own any assets other than assets relating to its existence and rights in respect of Debt co-issued by such Subsidiary.

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“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, subject to Section 1.03(b), 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.

“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

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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 (a) (i) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on the last day of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b) exceeds $250,000,000 and (ii) the Consolidated Leverage Ratio is 3.75:1.00 or less as of the last day of such period or (b) 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 (a) 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 6.01(b), and if clause (b) 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).

“Guarantee Agreement” means the Guarantee Agreement dated as of the Original Closing Date, among the Guarantors and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Guarantors” means, collectively, the Parent, each direct or indirect wholly-owned Material Subsidiary existing on the Original 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.

“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.

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

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“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 clause (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 the consolidated balance sheet and the related consolidated statements of operations and comprehensive income, changes in equity and cash flows of the Parent and its Subsidiaries on a consolidated basis as of and for the fiscal year ended December 31, 2017, audited by and accompanied by the opinion of KPMG LLC, independent registered public accounting firm.

“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) as 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 (other than in the case of an Interest Period of one week) 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 an Interest Period of 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

“Interpolated Rate” means, at any time, with respect to any Eurodollar Rate Loan for any Interest Period or the definition of “Base Rate”, the rate per annum (rounded to the same

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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 applicable period; and (b) the LIBOR Screen Rate for the shortest period (for which that Screen Rate is available for dollars) that exceeds the applicable 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.

“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.

“IRS” means the United States Internal Revenue Service.

“ISP” has the meaning set forth in Section 2.03(g).

“JPMorgan” means JPMorgan Chase Bank, N.A., and its successors.

“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 Issuer Related Persons” means each L/C Issuer, together with its Related Parties.

“L/C Issuers” means JPMorgan, Citibank, N.A., Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group, Mizuho Bank, Ltd. and DNB Bank ASA, New York Branch, each in its capacity as an issuer of Letters of Credit hereunder, and any successor issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the

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term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such L/C Issuer shall, or shall cause such Affiliate to, comply with the requirements of Section 2.03 with respect to such Letters of Credit).

“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 the Persons holding a Commitment, or if the Commitments have been terminated pursuant to Section 8.02, Persons 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 Original Closing Date hereunder.

“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 $150,000,000, 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.

“LIBOR Screen Rate” has the meaning set forth in the definition of Eurodollar Rate.

“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).

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“Loan Documents” means this Agreement, the Restatement Agreement, each Note, the Guarantee Agreement, the Fee Letters, each agreement creating or perfecting rights in Cash Collateral, each joinder agreement referred to in Section 2.15(a) 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, on the one hand, and any Loan Party or Subsidiary, on the other hand, 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 Voting Stock 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.

“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 or for the most recent fiscal year.

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“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 or cancellation of all Commitments or acceleration of all Loans under this Agreement.

“Maturity Extension Request” has the meaning specified in Section 2.16(a).

“Midstream Drop Down Acquisition” means the acquisition by any Loan Party or one or more of its Subsidiaries, in a single transaction or in a series of related transactions, of property or assets from Noble or its other Subsidiaries; provided that (a) such acquisition shall be made for fair value (as reasonably determined by the chief financial officer, chief accounting officer or chief executive officer of the Parent) and (b) such acquisition is otherwise on terms and conditions that are fair and reasonable to the Loan Parties and their Subsidiaries (as reasonably determined by the chief financial officer, chief accounting officer or chief executive officer of the Parent), taking into account the totality of the relationship between the Parent and its Subsidiaries, on the one hand, and Noble and its other Subsidiaries, on the other.

“Minimum Collateral Amount” means, at any time, an amount equal to 102% of the Fronting Exposure applicable to any Defaulting Lender with respect to Letters of Credit issued and outstanding at such time.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means, at any time, an employee pension benefit plan within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions, or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Noble” means Noble Energy, Inc., a Delaware corporation.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of each Lender or all directly affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a Revolving Note or a Swing Line Note.

“NYFRB” means the Federal Reserve Bank of New York.

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“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Loan Parties arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate of such Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Oil Gathering Agreements” means those certain Second Amended and Restated Crude Oil Gathering Agreements, dated effective as of March 31, 2016, consisting of the Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil 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.

“Oil Treating Agreements” means those certain Third Amended and Restated Crude Oil Treating Agreements, dated effective as of March 31, 2016, consisting of the Third Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Treating 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.

“Omnibus Agreement” means the Omnibus Agreement dated as of the Original Closing Date, by and between Noble, Borrower and the other parties named therein.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Closing Date” means September 20, 2016.

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“Original Transactions” has the meaning assigned to the term “Transactions” in the Existing Credit Agreement.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient (or an agent or affiliate thereof) and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.16).

“Outstanding Amount” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; (b) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (c) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

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

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(d).

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Parent, effective as of the Original Closing Date, as modified from time to time in a manner not prohibited by this Agreement.

“Patriot Act” has the meaning set specified in Section 10.20.

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“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any member of the ERISA Group and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means at any time an employee pension benefit plan (including a Multiple Employer Plan but excluding a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“Platform” has the meaning set forth in Section 6.01.

“Prime Rate” means the rate of interest per annum last quoted by The Wall Street Journal as the “prime rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum rate published by the FRB in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the FRB (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitment at such time; provided that, if the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. When a Defaulting Lender shall exist, “Pro Rata Share” shall be calculated without including any Defaulting Lender’s Commitment.

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“Produced Water Services Agreements” means those certain Second Amended and Restated Produced Water Services Agreements, dated effective as of March 31, 2016, consisting of the Second Amended and Restated Agreement Terms and Conditions Relating to Produced 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.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Debt Ratings” means a rating by S&P and/or Moody’s of the Parent’s or Borrower’s long-term senior unsecured non-credit enhanced debt for borrowed money.

“Qualified Acquisition” means an Acquisition or an Investment in any Subsidiary (other than in the ordinary course of business) by the Parent or any Subsidiary, the aggregate purchase price for which, when combined with the aggregate purchase price for all other Acquisitions or such Investments by the Parent or any Subsidiary over the trailing twelve (12) month period, is greater than or equal to $25,000,000.

“Qualified Acquisition Period” means the period beginning on the date the Parent or any Subsidiary consummates a Qualified Acquisition and ending on the last day of the second full fiscal quarter following the fiscal quarter in which such Qualified Acquisition occurred.

“Qualified Project” means the construction or expansion of any capital project of the Parent or any of its Subsidiaries, the aggregate capital cost of which exceeds $20,000,000.

“Qualified Project EBITDA Adjustments” shall mean, with respect to each Qualified Project:

(a) prior to the Commercial Operation Date of a Qualified Project (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current completion percentage of such Qualified Project) of an amount (determined by the Parent in good faith in a commercially reasonable manner and certified by the chief financial officer of the General Partner, on behalf of the Parent, and approved by the Administrative Agent) equal to the projected Consolidated EBITDA of the Parent and its Subsidiaries attributable to such Qualified Project for the first twelve (12) month period following the scheduled Commercial Operation Date of such Qualified Project (such amount to be determined based on customer commitments and related contracts in connection with such Qualified Project, the creditworthiness of the other parties to such contracts, and projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date and other reasonable factors approved by the Administrative Agent), which may, at the Parent’s option, be added to actual Consolidated EBITDA for the Parent and its Subsidiaries for the fiscal quarter in which construction of such Qualified Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Qualified Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual Consolidated EBITDA of the Parent and its Subsidiaries attributable to such Qualified Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the

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foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than 270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%; and

(b) thereafter, actual Consolidated EBITDA of the Parent and its Subsidiaries attributable to such Qualified Project for each full fiscal quarter after the Commercial Operation Date, plus the amount determined in accordance with clause (a) above with respect to such Qualified Project for the fiscal quarters constituting the balance of the full four fiscal quarter period following such Commercial Operation Date; provided that, in the event the actual Consolidated EBITDA of the Parent and its Subsidiaries attributable to such Qualified Project for any full fiscal quarter after the Commercial Operation Date shall materially differ from the projected Consolidated EBITDA approved by Administrative Agent pursuant to clause (a) above for such fiscal quarter, the projected Consolidated EBITDA of the Parent and its Subsidiaries attributable to such Qualified Project for any remaining fiscal quarters included in the foregoing calculation shall be redetermined in the same manner as set forth in clause (a) above, such amount to be approved by the Administrative Agent, which may, at the Parent’s option, be added to actual Consolidated EBITDA for the Parent and its Subsidiaries for such fiscal quarters.

Notwithstanding the foregoing:

(A) no such additions shall be allowed with respect to any Qualified Project unless:

(1) not later than 30 days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the delivery of any certificate required by Section 6.01(c) to the extent Qualified Project EBITDA Adjustments will be made to Consolidated EBITDA in determining compliance with Section 7.02 as of the end of the applicable fiscal quarter covered by such certificate, the Parent shall have delivered to the Administrative Agent written pro forma projections of Consolidated EBITDA of the Parent and its Subsidiaries attributable to such Qualified Project; and

(2) prior to the date such certificate is required to be delivered, the Administrative Agent shall have approved (such approval not to be unreasonably withheld) such projections and shall have received such other information and documentation as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent;

(B) the aggregate amount of all Qualified Project EBITDA Adjustments during any period shall be limited to 20% of the total actual Consolidated EBITDA of the Parent and its Subsidiaries for such period (which total actual Consolidated EBITDA shall be determined without including any Qualified Project EBITDA Adjustments); and

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(C) for the avoidance of doubt, the foregoing Consolidated EBITDA adjustments shall be adjusted with respect to the portion of Consolidated EBITDA which would be attributable to any non-wholly owned Subsidiaries of the Parent to reflect only the Parent’s pro rata ownership interest in such Subsidiaries.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any L/C Issuer, as applicable.

“Register” has the meaning set forth in Section 10.07(c).

“Reimbursement Date” has the meaning set forth in Section 2.03(c)(i).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the FRB and/or the NYFRB, or a committee officially endorsed or convened by FRB and/or the NYFRB or, in each case, any successor thereto.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders holding in the aggregate greater than 50% of the sum of the unused Commitments and Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means, with respect to any Person, the chief executive officer, president, executive vice president, senior vice president, chief financial officer, principal accounting officer, treasurer or assistant treasurer of such Person; provided that, when such term is used in reference to any document executed by, or a certification of, a Responsible Officer, the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to the Administrative Agent as to the authority of such individual. Any document delivered hereunder on behalf of the Parent may be signed by a Responsible Officer of the General Partner, on behalf of the Parent.

“Restatement Agreement” means the Amendment and Restatement Agreement, dated as of March 9, 2018, among the Parent, the Borrower, the other Loan Parties, the Lenders party thereto, the L/C Issuers party thereto, the Swing Line Lenders party thereto and the Administrative Agent.

“Restatement Closing Date” has the meaning assigned to such term in the Restatement Agreement.

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“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to Capital Stock of a Loan Party or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or on account of any return of capital to a Loan Party’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or assets for any of the foregoing.

“Revolving Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B-1.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.

“Sale and Leaseback Transaction” means any arrangement relating to property owned by the Parent or any of its Subsidiaries whereby the Parent or such Subsidiary sells or transfers any property to any Person and thereafter rents or leases such property, or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred, from such Person or its Affiliates.

“Sanctioned Country” means, at any time, a country, region or territory which itself is, or whose government is, the subject or target of any Sanctions (as of the Restatement Closing Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, Global Affairs Canada, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person or Persons, in each case, to the extent dealings are prohibited or restricted with such Person under Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the Government of Canada, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom.

“SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the NYFRB Website.

“SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR.

“Solvent” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to,

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and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed as the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Stated Maturity Date” means the date that is the five year anniversary of the Restatement Closing Date, or the applicable anniversary thereof as determined in accordance with Section 2.16.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted Eurodollar Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the FRB). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, futures contracts traded on or subject to the rules of a designated contract market, or any other similar transactions or any combination of any of the foregoing (including any options

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to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, any North American Energy Standard Board Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon the average of at least two mid-market or other readily available commercially reasonable quotations provided by any leading dealer in such Swap Contracts (one of which may be a Lender or an Affiliate of a Lender).

“Swing Line Borrowing” means a Borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Exposure” means, with respect to any Lender, the sum of (a) such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans (excluding, in the case of any Swing Line Lender, the Outstanding Amount of Swing Line Loans made by it to the extent the other Lenders shall not have funded their participations in such Swing Line Loans), adjusted to give effect to any reallocation under Section 2.17 of the Swing Line Exposures of Defaulting Lenders in effect at such time, plus (b) in the case of any Swing Line Lender, the Outstanding Amount of all Swing Line Loans made by it to the extent that the other Lenders shall not have funded their participations in such Swing Line Loans.

“Swing Line Lenders” means JPMorgan, Citibank, N.A. and Bank of America, N.A., each in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans, which, if in writing, shall be substantially in the form of Exhibit A-2.

“Swing Line Note” means a promissory note made by the Borrower in favor of a Swing Line Lender evidencing Swing Line Loans made by such Swing Line Lender, substantially in the form of Exhibit B-2.

“Swing Line Sublimit” means an amount equal to $60,000,000, as such amount may be reduced pursuant to Section 2.06. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitment.

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“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Threshold Amount” means the greater of (a) $70,000,000 or (b) 10% of the Aggregate Commitment; provided, such amount shall not exceed $100,000,000.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans (including Swing Line Loans) and all L/C Obligations.

“Transactions” means, collectively, (a) the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, (b) the payment of fees and expenses in connection with the foregoing and (c) the other Original Transactions.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Undisclosed Administration” means, with respect to any Lender or its direct or indirect parent company, the appointment of an administrator or other similar supervisory official by a supervisory authority or regulator pursuant to the law of the country where such Lender or parent company, as applicable, is subject to home jurisdiction supervision if the applicable law of such country requires that such appointment not be publicly disclosed (and such appointment has not been publicly disclosed).

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

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“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.01(f).

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors (or similar governing body) of such Person.

“Withholding Agent” means any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii) The term “including” is by way of example and not limitation.

(iii) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(iv) The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(v) Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein).

(vi) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Parent, the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, the Parent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Loan Document, (A) GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter, and (B) all terms of an accounting or financial nature used herein shall be construed without giving effect to (1) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness at “fair value”, as defined therein, and (2) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof.

(i) For purposes of calculating compliance with the financial covenants set forth in Section 7.02, with respect to all Acquisitions, Investments in Subsidiaries

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and Material Dispositions, Consolidated EBITDA, Consolidated Interest Charges and Consolidated Funded Debt with respect to such newly acquired or Disposed assets shall be calculated on a pro forma basis as if such Acquisition, Investment or Material Disposition had occurred at the beginning of the applicable twelve month period of determination.

(ii) For purposes of calculating compliance with the financial covenants set forth in Section 7.02, Consolidated EBITDA may include, at the Parent’s option, any Qualified Project EBITDA Adjustments as provided in the definition thereof.

1.04 Interest Rate; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the Eurodollar Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 3.03(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including (a) any such alternative, successor or replacement rate implemented pursuant to Section 3.03(b), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 3.03(b), including whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

1.05 Rounding. Any financial ratios required to be maintained by the Parent pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.06 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,

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extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.08 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time.

ARTICLE II

THE COMMITMENTS AND BORROWINGS

2.01 The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to the Borrower from time to time, in Dollars, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing (a) the Total Outstandings shall not exceed the Aggregate Commitment and (b) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Swing Line Exposure shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s delivery to the Administrative Agent of an irrevocable written Loan Notice, appropriately completed and signed by or on behalf of the Borrower, which may be delivered via facsimile. Each such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans. Each Borrowing and each conversion or continuation of Loans shall be in an aggregate principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify (iii) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (iv) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (v) the principal amount of Loans to be borrowed, converted or continued, (vi) the Type of Loans to be borrowed or to which existing Loans are to be converted

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and (vii) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice with respect to a Borrowing or, with respect to any outstanding Eurodollar Rate Loans, if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Loan Notice with respect to a Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Borrowing, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding Section. Each Lender shall make the amount of the applicable Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Sections 4.01 and 4.02), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of JPMorgan with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect a Borrowing is given by the Borrower, there are L/C Borrowings outstanding as to which the Administrative Agent shall have received written notice from the applicable L/C Issuer, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings and second, subject to Section 2.07(b), be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) The determination of the Adjusted Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

(a) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Eurodollar Rate Loans.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

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(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or, so long as the Borrower is a joint and several co-applicant with respect thereto, the account of any of its Subsidiaries (or, if the applicable L/C Issuer agrees, any joint venture of the Borrower or any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b); and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension that would (1) result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by it to exceed $25,000,000 (or, with respect to any L/C Issuer, such other amount as may be agreed to in writing by such L/C Issuer and the Borrower, so long as a written notice thereof shall have been provided to the Administrative Agent) or (2) result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by the L/C Issuers to exceed the Letter of Credit Sublimit; and provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit with respect to such L/C Credit Extension, if as of the date of such L/C Credit Extension and after giving effect thereto (x) the Total Outstandings would exceed the Aggregate Commitment and (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Swing Line Exposure would exceed such Lender’s Commitment. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account of any Subsidiary (or any joint venture of the Borrower or any of its Subsidiaries) as provided above, it will be fully responsible for the reimbursement of all drawings thereunder, the payment of interest thereon and the payment of fees due under Sections 2.03(h) and 2.03(i) to the same extent as if it were the sole account party in respect of such Letter of Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit and, in the case of clauses (B), (C) and (E)(2) below no L/C Issuer shall issue any Letter of Credit, if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit,

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or request that such L/C Issuer refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which such L/C Issuer in good faith deems material to it;

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer; or

(E) such Letter of Credit is (1) in an initial amount less than $100,000, (2) is to be denominated in a currency other than Dollars, or (3) is to be issued for a purpose other than to support surety bonds (including appeal bonds), worker’s compensation requirements and other general corporate purposes of the Borrower and its Subsidiaries (or, in the case of any Letter of Credit issued for the account of any joint venture of the Borrower or any of its Subsidiaries, general corporate purposes of such joint venture).

(iii) No L/C Issuer shall be under any obligation to, and in the case of clauses (B), (C), (E)(2) and (E)(3) no L/C Issuer shall, amend any Letter of Credit if such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under Section 2.03(a)(ii).

(iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by or on behalf of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not

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later than 12:00 noon at least two Business Days (or such later date and time as such L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the an L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such L/C Issuer may require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Borrower will provide the Administrative Agent with a copy thereof promptly upon the Administrative Agent’s request therefor. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not be satisfied, then, upon receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted by the provisos set forth in the first sentence of Section 2.03(a)(i), subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or any of its Subsidiaries (or, if such L/C Issuer agrees, any joint venture of the Borrower or any of its Subsidiaries) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit)

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by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied and in each such case directing such L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment or a report containing information with respect thereto, including the face amount of such Letter of Credit, the date of issuance or amendment and such other information as may be required by the Administrative Agent.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. The Borrower shall reimburse such L/C Issuer through the Administrative Agent by paying an amount equal to the amount of any drawing under a Letter of Credit not later than (A) if the Borrower shall have received notice of such drawing prior to 10:00 a.m. on any Business Day, then 2:00 p.m. on such Business Day or (B) otherwise, 11:00 a.m. on the Business Day immediately following the day that the Borrower receives such notice (each such date for reimbursement, a “Reimbursement Date”). If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but

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subject to the amount of the unutilized portion of the Aggregate Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender (including the Lender acting as the applicable L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of such L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to such L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v) Each Lender’s obligation to make Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; (C) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (D) the existence of any claim, counterclaim, set-off, defense or other right that such Lender may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such

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L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (E) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (F) any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit, or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (G) any reduction or termination of the Commitments; (H) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments; or (I) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to the Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

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(i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is paid by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to reimburse each L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto (including the occurrence of any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments);

(ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv) any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any L/C Issuer Related Person or any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, any L/C Issuer Related Person, any of the respective correspondents, participants or assignees of any L/C Issuer or any Lender shall be liable or responsible to the Borrower for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential, punitive or exemplary, damages suffered by the Borrower which damages have been determined by a final non-appealable judgment of a court of competent jurisdiction to have been caused by such L/C Issuer’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any

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instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (the “ISP”) shall apply to each Letter of Credit.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable quarterly in arrears on the first Business Day of each January, April, July and October, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account (A) a fronting fee with respect to each Letter of Credit issued by such L/C Issuer equal to 0.125% per annum times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided that in no event shall such fee be less than $500 during any quarter, and (B) customary fees for the issuance, presentation, amendment and other processing of Letters of Credit, and other standard costs and charges of such L/C Issuer relating to Letters of Credit as from time to time in effect. The fees pursuant to clause (A) shall be computed on a quarterly basis in arrears and shall be due and payable quarterly in arrears on the third Business Day of each January, April, July and October, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. The fees pursuant to clause (B) are due and payable on demand and are nonrefundable.

(j) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to any other notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such L/C Issuer, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably

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prior to the time that such L/C Issuer issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such L/C Issuer makes any payment in respect of a Letter of Credit, the date and amount thereof, (iv) on any Business Day on which the Borrower fails to reimburse any L/C Obligations required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount required to be reimbursed and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period; provided, however, that after giving effect to any Swing Line Loan, (i) the Outstanding Amount of all Swing Line Loans made by any Swing Line Lender shall not exceed $20,000,000, (ii) the Outstanding Amount of all outstanding Swing Line Loans shall not exceed the Swing Line Sublimit, (iii) the Total Outstandings shall not exceed the Aggregate Commitment, and (iv) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Swing Line Exposure shall not exceed such Lender’s Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be required to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender in accordance with Section 2.04(c) a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to each applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by each such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the Swing Line Lender or the Swing Line Lenders that are requested to provide the requested Swing Line Borrowing, (ii) the amount to be borrowed from each such Swing Line Lender, which, in each case, shall be a minimum of $100,000, and (iii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to each such Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by or on behalf of the Borrower. Promptly after receipt by each such Swing Line Lender of any telephonic Swing Line Loan Notice, each such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, each such Swing Line Lender

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will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, such Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower by (x) crediting the account of the Borrower on the books of such Swing Line Lender with such amount or (y) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) such Swing Line Lender by the Borrower.

(i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans made by such Swing Line Lender then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for a Loan for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitment and the conditions set forth in Section 4.02. Such Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds for the account of such Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to such Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of such Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of a Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in

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Section 2.04(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such Swing Line Lender in accordance with banking industry rules on interbank compensation. A certificate of a Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) any reduction or termination of the Commitments or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the applicable Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share thereof in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by a Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such Swing Line Lender in its discretion), each Lender shall pay to such Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. Each Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans made by such Swing Line Lender. Until each Lender funds its Loan or risk participation pursuant to this Section 2.04

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with respect to such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the applicable Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of Swing Line Loans made by each Swing Line Lender directly to such Swing Line Lender.

2.05 Prepayments.

(a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans in accordance with the Lenders’ Pro Rata Shares.

(b) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitment then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section

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2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitment then in effect.

2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitment, or from time to time permanently reduce the Aggregate Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitment, and (iv) if, after giving effect to any reduction of the Aggregate Commitment, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitment, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided, further, that, a notice of termination of the Aggregate Commitment may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitment. Any reduction of the Aggregate Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Commitment shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.

(b) The Borrower shall repay to each Swing Line Lender each Swing Line Loan made by it on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is made and (ii) the Maturity Date; provided that on each date that a Borrowing (other than a Swing Line Borrowing) is made, the Borrower shall repay all Swing Line Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to prepay all Swing Line Loans then outstanding on a pro rata basis.

2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan (other than Swing Line Loans) shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

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(b) While any Event of Default exists, the Borrower shall (i) automatically, in the case of an Event of Default under any of Section 8.01(a), 8.01(f) or 8.01(g), or (ii) upon the request of the Required Lenders, in the case of any other Event of Default, pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum equal to the Default Rate, in each case to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitment exceeds the sum of (i) the Outstanding Amount of Loans (other than Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the third Business Day of each January, April, July and October, commencing with the first such date to occur after the Original Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. The Borrower shall pay to the Administrative Agent and/or the Lenders, as applicable, such other fees as may be set forth herein (including those set forth in Sections 2.03(h) and 2.03(i)) or as shall have been separately agreed upon in writing (including pursuant to the Fee Letters) in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans based on the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.

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(b) If, as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, the Parent or the Required Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders (or former Lenders), promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitment and the repayment of all other Obligations hereunder.

2.11 Evidence of Debt.

(a) The Credit Extensions made by each Lender, each L/C Issuer and each Swing Line Lender shall be evidenced by one or more accounts or records maintained by such Lender, such L/C Issuer or such Swing Line Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent, each Lender, each L/C Issuer and each Swing Line Lender shall be prima facie evidence of the amount of the Credit Extensions made by the Lenders, the L/C Issuers and the Swing Line Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the Register and the corresponding accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Note which shall evidence such Lender’s Loans in addition to such accounts or records. Upon the request of any Swing Line Lender to the Borrower, the Borrower shall execute and deliver to such Swing Line Lender a Swing Line Note, which shall evidence the applicable Swing Line Loans made by such Swing Line Lender to the Borrower in addition to such accounts or records. Each Lender and each Swing Line Lender may attach schedules to its Revolving Note or its Swing Line Note, as applicable, and record thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the Register and the corresponding accounts and records of the Administrative Agent shall control in the absence of manifest error.

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2.12 Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lenders or L/C Issuers to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein; provided that payments pursuant to Sections 3.01, 3.04, 3.05, 9.05, 10.04 and 10.05 shall be made directly to the Persons entitled thereto. The Administrative Agent will promptly distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) (i) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then each of the Lenders or the applicable L/C Issuer, as the case may be, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or such L/C Issuer in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or such L/C Issuer to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount

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in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or make its payment under Section 9.05. The failure of any Swing Line Lender to make any Swing Line Loan required to be made by it hereunder shall not relieve any other Swing Line Lender of its obligations hereunder; provided that the obligations of the Swing Line Lenders hereunder are several and no Swing Line Lender shall be responsible for any other Swing Line Lender’s failure to make Swing Line Loans as required.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated

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hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) from the other Lenders such participations in the Loans made by them, and/or such subparticipations in the participations in L/C Obligations and Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, without interest thereon; provided, further, that the provisions of this Section 2.13 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations or in Swing Line Loans to any assignee or participant, other than to the Parent, the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.13 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

2.14 Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent, any L/C Issuer or any Swing Line Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure of the L/C Issuers and/or the Swing Line Lenders, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders (including the Swing Line Lenders), a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of the applicable L/C Obligations and Swing Line Loans, to be applied pursuant to Section 2.14(b). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, any L/C Issuer and any Swing Line Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, deliver to the Administrative Agent additional Cash Collateral in an amount

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sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.14 or Section 2.17 in respect of Letters of Credit and Swing Line Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swing Line Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of the L/C Issuers and/or the Swing Line Lenders, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 2.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the good faith determination by the Administrative Agent, the L/C Issuers and the Swing Line Lenders that there exists excess Cash Collateral; provided that, subject to Section 2.17, the Person providing Cash Collateral, the L/C Issuers and the Swing Line Lenders may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided further that to the extent such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

2.15 Increase in Aggregate Commitment.

(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders identified by the Borrower), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Commitment to an amount not exceeding $1,150,000,000 (after giving effect to any such increase) at any time; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (ii) immediately before and after giving effect to such increase in the Aggregate Commitment, no Default or Event of Default shall have occurred and be continuing and (iii) after giving to such increase in the Aggregate Commitment (including any Borrowings to be made on the Increase Effective Date), the Parent shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.02. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees, in its sole discretion, to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees (including prior to, and in lieu of, inviting Lenders) to become Lenders pursuant to a joinder agreement in form and substance

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satisfactory to the Administrative Agent and its counsel; provided that each such Eligible Assignee shall be subject to the prior written approval of the Administrative Agent, each L/C Issuer and each Swing Line Lender (in each case, not to be unreasonably withheld, conditioned or delayed) if consent of the Administrative Agent, such L/C Issuer or such Swing Line Lender, as the case may be, would be required under Section 10.07 for an assignment of any Loan or Commitment to such Eligible Assignee.

(b) If the Aggregate Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) (A) copies of corporate resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitment as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with, upon request of the Administrative Agent, an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect and as to such other customary matters regarding the transactions contemplated by this Section 2.15 as the Administrative Agent may reasonably request and (B) customary reaffirmations by the Guarantors, and

(ii) a certificate dated as of the Increase Effective Date and signed by a Responsible Officer of the General Partner, on behalf of the Parent, and a Responsible Officer of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, (or, if such representation speaks as of an earlier date, as of such earlier date), (B) no Default or Event of Default exists and (C) the Parent is in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.02 hereof.

(c) The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Aggregate Commitment under this Section.

(d) In connection with any increase in the Aggregate Commitment under this Section 2.15, the Administrative Agent and the Borrower may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or

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appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.15. This Section 2.15 shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

2.16 Maturity Extension Requests.

(a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) given not less than 30 days prior to the Stated Maturity Date at any time in effect, request that the Lenders extend the Stated Maturity Date for an additional one-year period (a “Maturity Extension Request”); provided that (i) not more than one Maturity Extension Request may be made in any calendar year (and no Maturity Extension Request may be made prior to the first anniversary of the Restatement Closing Date) and (ii) there shall not be more than two extensions of the Stated Maturity Date under this Section 2.16 during the term of this Agreement. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees, in its sole discretion, to the Maturity Extension Request (each Lender agreeing to a Maturity Extension Request being called a “Consenting Lender” and each Lender declining to agree to a Maturity Extension Request being called a “Declining Lender”). Any Lender not responding within such time period shall be deemed to be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then (A) the Stated Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Stated Maturity Date theretofore in effect and (B) the Commitment of each Declining Lender shall terminate and the principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Stated Maturity Date in effect prior to giving effect to any such extension (such Stated Maturity Date being called the “Existing Maturity Date”). On the Existing Maturity Date, the Borrower shall make such other prepayments of the Loans pursuant to Section 2.05 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders as set forth above, (x) Total Outstandings shall not exceed the Aggregate Commitment and (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Swing Line Exposure would not exceed any such Lender’s Commitment.

(b) If any Existing Maturity Date shall be extended in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date thereof (the “Extension Effective Date”). The Administrative Agent shall promptly notify the Borrower and the Lenders of the Extension Effective Date. As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) (A) copies of corporate resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative

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Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitment and with a Stated Maturity Date extended pursuant to this Section 2.16, has been duly authorized by all necessary corporate action, together with, upon request of the Administrative Agent, an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect and as to such other customary matters regarding the transactions contemplated by this Section 2.16 as the Administrative Agent may reasonably request and (B) customary reaffirmations by the Guarantors, and

(ii) a certificate dated as of the Extension Effective Date and signed by a Responsible Officer of the General Partner, on behalf of the Parent, and a Responsible Officer of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Extension Effective Date, (or, if such representation speaks as of an earlier date, as of such earlier date) and (B) no Default or Event of Default exists.

(c) Notwithstanding anything in this Section 2.16 to the contrary, the Stated Maturity Date, the Letter of Credit Expiration Date and the Availability Period, as such terms are used in reference to any L/C Issuer or any Letter of Credit issued by such L/C Issuer or in reference to any Swing Line Lender or any Swing Line Loans, may not be extended with respect to any L/C Issuer or any Swing Line Lender without the prior written consent of such L/C Issuer or such Swing Line Lender, as applicable (it being understood and agreed that, in the event any L/C Issuer or any Swing Line Lender, as applicable, shall not have consented to any Maturity Extension Request, (A) such L/C Issuer shall continue to have all the rights and obligations of an L/C Issuer hereunder, and such Swing Line Lender shall continue to have all the rights and obligations of a Swing Line Lender hereunder, in each case through the applicable Existing Maturity Date (or the Letter of Credit Expiration Date or the Availability Period determined on the basis thereof), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Line Loan, as applicable (but shall continue to be entitled to the benefits of Sections 2.03, 2.04, 3.01, 3.04, 10.04 and 10.05 as to Letters of Credit issued or Swing Line Loans made prior to such time), and (B) the Borrower shall cause the amount of such L/C Issuer’s L/C Obligations to be zero (unless such Letter of Credit has been cash collateralized in a manner acceptable to the Administrative Agent and such L/C Issuer or other arrangements with respect thereto have been made that are satisfactory to the Administrative Agent and such L/C Issuer) no later than the day on which such L/C Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Existing Maturity Date pursuant to this Section (and, in any event, no later than such Existing Maturity Date) and shall repay the principal amount of all outstanding Swing Line Loans, together with any accrued interest thereon, on such Existing Maturity Date).

(d) In connection with any extension of any Existing Maturity Date under this Section 2.16, the Administrative Agent and the Borrower may, without the consent of any Lender,

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effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.16.

(e) This Section 2.16 shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

2.17 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers or the Swing Line Lenders hereunder; third, to Cash Collateralize the Fronting Exposure of the L/C Issuers and the Swing Line Lenders with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the L/C Issuers’ and the Swing Line Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swing Line Loans issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lenders as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or any Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its

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obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swing Line Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swing Line Loans were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swing Line Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swing Line Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any commitment fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender except as set forth in clause (C) below).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit fees pursuant to Section 2.03(h) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.

(C) With respect to any fee payable under Section 2.09 or Letter of Credit fee that would otherwise have been paid to any Defaulting Lender if it were not a Defaulting Lender, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuers and Swing Line Lenders, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent that the Defaulting Lender’s Fronting Exposure has been reallocated to the L/C Issuers’ or Swing Line Lenders’ Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

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(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Swing Line Exposure to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of the Borrower or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Law, within one Business Day following the Borrower’s receipt of notice from the Administrative Agent, (x) as to Swing Line Loans, repay Swing Line Loans in an amount equal to the Fronting Exposure applicable to the Defaulting Lender or, if such Swing Line Loans cannot be repaid, Cash Collateralize the Borrower’s obligations corresponding to the Fronting Exposure applicable to the Defaulting Lender in accordance with the procedures set forth in Section 2.14 and (y) as to Letters of Credit, Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to the Defaulting Lender in accordance with the procedures set forth in Section 2.14.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lenders agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held by the Lenders in accordance with their Pro Rata Shares of their respective Commitments (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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(c) New Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, the Swing Line Lenders shall not be required to fund any Swing Line Loans and L/C Issuers shall not be required to issue, extend, renew or increase any Letter of Credit, unless the applicable Swing Line Lender or the applicable L/C Issuer, as applicable, is satisfied that the related Fronting Exposure and the then outstanding Fronting Exposure applicable to the Defaulting Lender (x) will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or (y) Cash Collateral will be provided by the Borrower in accordance with Section 2.14, and participating interests in any newly made Swing Line Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(a)(iv) (and such Defaulting Lender shall not participate therein).

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Defined Terms. For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “Law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of a Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Law. If any Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01(b)), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.

(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties. The Loan Parties, jointly and severally, shall indemnify each Recipient, within ten (10) days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf

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of a Lender, accompanied by the calculations by which such determination was made by such Lender, shall be conclusive absent manifest error.

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders.

(i) Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 3.01(f)(ii)(A), (B) and (D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

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(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, properly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, properly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) properly completed and executed originals of IRS Form W‑8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is neither a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, nor a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form);

(4) properly completed and executed originals of IRS Form W-8EXP claiming an exemption from withholding Tax; or

(5) to the extent a Foreign Lender is not the beneficial owner, properly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on

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which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Restatement Closing Date.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.01(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.01(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to

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such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.01(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Indemnification of the Administrative Agent. Each Lender and each L/C Issuer shall severally indemnify the Administrative Agent within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 3.01(h). The agreements in this Section 3.01(h) shall survive the resignation and/or replacement of the Administrative Agent.

(i) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.02 Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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3.03 Inability to Determine Rates.

(a) In connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Adjusted Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of, or conversion to, Base Rate Loans in the amount specified therein.

(b) (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Lenders consent to such amendment. No replacement of the Eurodollar Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.

(i) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(ii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement,

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(C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period.

(iii) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, any request pursuant to Section 2.02 for for a Eurodollar Rate Loan or a conversion of any Loan to, or continuation of any Loan as, a Eurodollar Rate Loan shall be ineffective, and, on the last day of the then current Interest Period applicable thereto, any outstanding Eurodollar Rate Loan shall be continued as a Base Rate Loan.

(iv) Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03.

3.04 Increased Cost and Reduced Return; Capital Adequacy and Liquidity.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or any L/C Issuer;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such

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additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or L/C Issuer determines that any Change in Law regarding capital adequacy or liquidity, or compliance by such Lender (or its Lending Office) or L/C Issuer therewith, has or would have the effect of reducing the rate of return on the capital of such Lender or L/C Issuer (or any holding company of such Lender or L/C Issuer) as a consequence of this Agreement or the obligations of such Lender or L/C Issuer hereunder (taking into consideration its and its holding company’s, if any, policies with respect to capital adequacy or liquidity and such Lender’s or L/C Issuer’s desired return on capital) then, from time to time upon demand of such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer, as the case may be, such additional amounts as will compensate such Lender or L/C Issuer (or the applicable holding company of such Lender or L/C Issuer) for such reduction.

(c) A certificate of a Lender, an L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under Section 3.04(a) or 3.04(b), the amount or amounts necessary to compensate such Lender, such L/C Issuer, such other Recipient or any of their respective holding companies, as the case may be, as specified in Section 3.04(a) or 3.04(b) (including an explanation in reasonable detail of the manner in which such amount or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, such L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Failure or delay on the part of any Lender, any L/C Issuer or any other Recipient to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s, such L/C Issuer’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender, an L/C Issuer or any other Recipient pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender, such L/C Issuer or such other Recipient notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of its intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment of principal or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower (even if permitted to revoke such notice); or

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(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan (excluding loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.07 Matters Applicable to all Requests for Compensation. A certificate of the Administrative Agent, any Lender or any L/C Issuer claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder (including, if requested by the Borrower, an explanation in reasonable detail of the manner in which such amount or amounts was determined) shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent, such Lender or such L/C Issuer may use any reasonable averaging and attribution methods.

3.08 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitment and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO RESTATEMENT CLOSING DATE AND TO CREDIT EXTENSIONS

4.01 Conditions to Restatement Closing Date. The amendment and restatement of the Existing Credit Agreement to be in the form hereof is subject to the satisfaction (or waiver in accordance with Section 10.01 of the Existing Credit Agreement) of the conditions precedent to the occurrence of the Restatement Closing Date set forth in the Restatement Agreement.

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4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type or (i) a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension (or, if such representation speaks as of an earlier date, as of such earlier date).

(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension.

(c) The Administrative Agent and, if applicable, the applicable L/C Issuer or applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type or (ii) a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Loan Parties represent and warrant to the Lenders as of the Restatement Closing Date and thereafter as of each date required by Section 4.02 and as of any other date as agreed by a Loan Party:

5.01 Corporate Existence and Power. The General Partner is the sole general partner of the Parent. Each Loan Party and each Subsidiary is a corporation, partnership or limited liability company duly incorporated or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, as applicable, and has all organizational powers and all material Authorizations required to carry on its business as now conducted. Each Loan Party and each Subsidiary is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.02 Corporate and Governmental Authorization; No Contravention; No Default. The Transactions, including the Borrower’s incurrence of Debt hereunder, and the execution, delivery and performance by the Loan Parties of each Loan Document to which such Person is a party, (a) are within the corporate or other organizational powers of such Person, (a) have been duly authorized by all necessary corporate or other organizational action, (a) require no action by or in respect of, or filing with, any Governmental Authority (except such as has been obtained and any

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reports required to be filed by such Person with the SEC), (a) do not contravene, or constitute a default under, (i) any provision of applicable law or regulation or of any Organization Documents of such Person or (i) any material agreement, judgment, injunction, order, decree or other instrument binding upon the Parent or any of its Subsidiaries, or result in the creation or imposition of any Lien on any asset of such Person or any of its Subsidiaries that is not permitted hereunder. No Default or Event of Default has occurred and is continuing or would result from the consummation of the Transactions, the transactions contemplated by this Agreement or any other Loan Document.

5.03 Binding Effect. Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a valid and binding obligation of each Loan Party that is party thereto, in each case, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors’ rights.

5.04 Financial Information.

(a) The Initial Financial Statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and its Subsidiaries on a consolidated basis as of the dates and for the periods covered thereby in conformity with GAAP and (i) show, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitments and Debt.

(b) The financial information delivered to the Lenders pursuant to Sections 6.01(a) and 6.01(b) (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the Parent and its Subsidiaries as of such date and their consolidated results of operations and cash flows for the period covered thereby (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (i) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitments and Debt.

(c) Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.05 Litigation. There is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Parent or the Borrower, threatened against or affecting, the Parent or any of its Subsidiaries before any Governmental Authority (a) relating to this Agreement or the Transactions or (b) which could reasonably be expected to have a Material Adverse Effect.

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5.06 Compliance with ERISA.

(a) Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standards under the Pension Funding Rules, (i) failed to make any material contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (i) incurred any material liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

(b) None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA).

5.07 Environmental Matters. In the ordinary course of its business, the Parent conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Parent or any of its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any Authorizations, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Parent has concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, could not reasonably be expected to have a Material Adverse Effect. Neither the Parent nor any of its Subsidiaries has failed to comply with any Environmental Laws or to obtain any obtain, maintain or comply with any Authorization under any Environmental Laws, except for matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.08 Taxes. The Parent and its Subsidiaries have properly and timely filed all United States Federal and all other material tax returns which are required to have been filed by them, and have paid all material taxes due and payable by them pursuant to such returns or pursuant to any material assessment received by the Parent and its Subsidiaries (other than those not yet delinquent and payable without premium or penalty, and except for those being diligently contested in good faith by appropriate proceedings, and in each case, for which adequate reserves and provisions for taxes have been made on the books of the applicable Person). The charges, accruals and reserves on the books of the Parent and its Subsidiaries in respect of material taxes or other material governmental charges are, in the reasonable opinion of the Parent, adequate.

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5.09 Subsidiaries. Set forth on Schedule 5.09 is a complete and accurate list as of the Restatement Closing Date of each of the Parent’s Subsidiaries, together with its jurisdiction of formation and the Parent’s direct or indirect percentage ownership therein.

5.10 Regulatory Restrictions on Borrowing; Margin Regulations.

(a) None of the Parent, any Person Controlling the Parent, the Borrower or any Subsidiary of the Parent is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(b) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying margin stock. No part of the proceeds of any Credit Extension will be used for any purpose which violates the provisions of Regulations T, U or X of the FRB.

5.11 Full Disclosure. No statement, information, report, representation or warranty (collectively, the “Information”) made by any Loan Party in any Loan Document or furnished to the Administrative Agent or any Lender in writing by or on behalf of any Loan Party in connection with any Loan Document (as modified or supplemented by other Information so furnished), taken as a whole, contains, as of the date such Information was furnished (or, if such Information expressly relates to a specific date, as of such specific date) any untrue statement of a material fact or omits, as of the date such Information was furnished (or, if such Information expressly related to a specific date, as of such specific date), any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time.

5.12 Compliance with Laws. The Parent and each of its Subsidiaries is in compliance with all Laws applicable to it or to its properties (including, without limitation, the Code), except where (a) such failure to comply could not have or be reasonably expected to have a Material Adverse Effect or (b) the necessity or fact of compliance therewith is being contested in good faith by appropriate proceedings and the failure to comply during such time could not have or be reasonably expected to have a Material Adverse Effect.

5.13 Ownership of Property; No Liens; Insurance. Each of the Parent and its Subsidiaries have good record and indefeasible title in fee simple to, or valid leasehold interests in, or a valid easement estate in, all real property, and good title to all material personal property, in each case necessary or used in the ordinary conduct of its business, except for defects that, individually or in the aggregate, (a) do not materially interfere with the ordinary conduct of its business or (b) could not reasonably be expected to result in a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. The Parent and each of its Subsidiaries are insured in the manner required pursuant to Section 6.03(b).

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5.14 Solvency. The Parent and its Subsidiaries, on a consolidated basis, are, and after giving effect to the Transactions will be, Solvent.

5.15 Patriot Act. Each of the Parent, the Borrower and their respective Subsidiaries are in compliance in all material respects with the material provisions of the Patriot Act, and each such Person has provided to the Administrative Agent and the Lenders all information related to it (including but not limited to its name, address and tax identification numbers (if applicable)) reasonably requested in writing by the Administrative Agent that is required by the Patriot Act to be obtained by the Administrative Agent or any Lender.

5.16 Anti-Corruption Laws and Sanctions. The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and each such Person’s directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions (and such policies and procedures are applicable to such directors, officers, employees and agents of Noble and its other Subsidiaries that serve as the directors, officers, employees and agents of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and the Parent, the Borrower, their respective Subsidiaries and each such Person’s officers and employees (or, as applicable, the officers and employees of Noble or its other Subsidiaries, that serve as the officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and to the knowledge of the Parent and the Borrower, any director and agent of the Parent, the Borrower and their respective Subsidiaries (or, as applicable, the directors and agents of Noble and its other Subsidiaries that serve as the directors and agents of the Parent, the Borrower and their respective Subsidiaries), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Parent, the Borrower or their respective Subsidiaries, or to the knowledge of the Parent or the Borrower, any of their respective directors, officers or employees (or, as applicable, the directors, officers and employees of Noble and its other Subsidiaries that serve as the directors, officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries) or (a) to the knowledge of the Parent or the Borrower, any agent of the Parent, the Borrower and their respective Subsidiaries (or, as applicable, any agent of Noble and its other Subsidiaries that serves as an agent of the Parent, the Borrower and their respective Subsidiaries) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan or Letter of Credit or use of proceeds therefrom will violate Anti-Corruption Laws or applicable Sanctions.

5.17 Material Contracts. Each Material Contract has been duly executed and delivered by each Loan Party and each Subsidiary party thereto and constitutes the legal, valid and binding obligation of each Loan Party and each Subsidiary party thereto, enforceable in accordance with its terms, except as enforceability may be limited by general principles of equity and bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by moratorium laws from time to time in effect. The Parent and each of its Subsidiaries is, and, to the knowledge of the Parent, Noble and its Subsidiaries are, in compliance with each Material Contract and no defaults exist thereunder, except where such non-compliance or such defaults, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.18 EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

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ARTICLE VI

AFFIRMATIVE COVENANTS

The Loan Parties agree and covenant that, so long as any Lender has any Commitment, any Letter of Credit remains outstanding (unless such Letter of Credit has been cash collateralized in a manner acceptable to the Administrative Agent and the applicable L/C Issuer or other arrangements with respect thereto have been made that are satisfactory to the Administrative Agent and such L/C Issuer) or any Obligation payable hereunder remains unpaid:

6.01 Information; Notices of Material Events. The Parent and/or the Borrower, as applicable, will deliver to the Administrative Agent and each Lender:

(a) as soon as available, and in any event within ninety (90) days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, cash flows and changes in equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail (and which shall include, for the avoidance of doubt, a reconciliation of the net income and EBITDA attributable to the non-controlling interest in any Subsidiary that is not wholly-owned by the Loan Parties, in each case in the same or similar manner as set forth in the Initial Financial Statements or otherwise reasonably acceptable to the Administrative Agent) and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing selected by the Parent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, and in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter and the related consolidated statement of operations for such quarter and for the portion of the Parent’s fiscal year ended at the end of such quarter and the related consolidated statement of cash flows for such portion of the Parent’s fiscal year, setting forth in the case of such statements of operations and cash flows, in comparative form the figures for the corresponding quarter and the corresponding portion of the Parent’s previous fiscal year (and which shall include, for the avoidance of doubt, a reconciliation of the net income and EBITDA attributable to the non-controlling interest in any Subsidiary that is not wholly-owned by the Loan Parties, in each case in the same or similar manner as set forth in the Initial Financial Statements or otherwise reasonably acceptable to the Administrative Agent), all certified (subject to normal year-end adjustments and the absence of footnotes) as to fairness of presentation, conformity to GAAP and consistency by the chief financial officer or the chief accounting officer of the General Partner, on behalf of the Parent;

(c) on or before the applicable date on which the related financial certificates are required to be delivered pursuant to clause (a) or (b) above, a completed Compliance Certificate executed by a Responsible Officer of the General Partner, on behalf of the Parent, including a complete and accurate list, as of the last day of the period covered by such financial statements, of

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each of the Parent’s Subsidiaries, together with its jurisdiction of formation and the Parent’s direct or indirect percentage ownership therein and, until the Guarantee Release Date, whether it is a Material Subsidiary;

(d) promptly (and in any event within five (5) Business Days) after any officer of the General Partner, on behalf of the Parent, or any officer of the Borrower or any other Loan Party obtains actual knowledge of (i) any Default, if such Default is then continuing, and (i) any other event, circumstance or development (including any environmental matters and/or litigation or governmental proceedings pending against the Parent and its Subsidiaries) that would reasonably be expected to result in a Material Adverse Effect, a certificate of a Responsible Officer of the Borrower setting forth the details thereof and, in the case of clause (i) above, the action which the Parent and/or the Borrower is taking or proposes to take with respect thereto;

(e) promptly upon the mailing thereof to the unitholders of the Parent generally, copies of all financial statements, reports and proxy statements so mailed;

(f) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Parent shall have filed with the SEC;

(g) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (i) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is insolvent or has been terminated, a copy of such notice; (i) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (i) applies for a waiver of the minimum funding standard under the Pension Funding Rules, a copy of such application; (i) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (i) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; (i) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the General Partner, on behalf of the Parent, setting forth details as to such occurrence and action, if any, which the Parent or applicable member of the ERISA Group is required or proposes to take; or (i) determines that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, a certification of funding status from the enrolled actuary for the Pension Plan, which in the case of each of clauses (i), (ii), (iii) and (viii) above, could cause one or more members of the ERISA Group to incur liability;

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(h) promptly upon any announcement by S&P or Moody’s of any issuance of or change in a Public Debt Rating of the Parent, notice of such issuance or change;

(i) promptly following a request therefor, any documentation or other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and

(j) from time to time, such additional information regarding the financial position or business of the Parent and its Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request.

Documents required to be delivered pursuant to Section 6.01(a), (b), (e) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) (A) on which the Parent posts such documents, or provides a link thereto, on the Parent’s website on the Internet at the website address listed on Schedule 10.02; or (B) on which such documents are posted on the Parent’s or the Borrower’s behalf on IntraLinks or another similar electronic system (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and (ii) on which the Borrower notifies (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents; provided that the Borrower shall deliver paper copies or soft copies (by electronic mail) of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies or soft copies. Information required to be delivered pursuant to this Section 6.01 may also be delivered by facsimile or electronic mail pursuant to procedures approved by the Administrative Agent. Except for Compliance Certificates required by Section 6.01(c), the Administrative Agent shall have no obligation to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent or the Borrower with any request for delivery of such documents, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Parent and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower or the Parent hereunder (collectively, “Materials”) by posting the Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent, its Subsidiaries or their respective securities for purposes of United States Federal and state securities Laws) (each, a “Public Lender”). The Parent and the Borrower hereby agree that (w) all Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Materials “PUBLIC,” the Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Materials as not containing any material non-public information with respect to the Parent, its Subsidiaries or their respective securities for purposes of United States Federal and state securities

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Laws (provided, however, that to the extent such Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

6.02 Payment of Taxes and Obligations. Each Loan Party will, and will cause each of its Subsidiaries to, pay or discharge its material obligations, including material Tax liabilities, before the same shall become delinquent, except where the validity or amount thereof is being contested in good faith by appropriate proceedings, and such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

6.03 Maintenance of Property; Insurance.

(a) Each Loan Party will keep, and will cause each of its Subsidiaries to keep, all material property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted.

(b) Each Loan Party will, and will cause each of its Subsidiaries to, maintain or caused to be maintained with insurance companies that are rated (or whose reinsurers are rated) “A-VII” or better by A.M. Best Company or “BBB-” or better by S&P or an equivalent rating from another recognized rating agency, insurance with respect to their respective properties and business in at least such amounts, against at least such risks and with such risk retention as are customarily maintained, insured against or retained, as the case may be, by companies engaged in a similar business, to the extent available at the time in question on commercially reasonable terms; and will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

6.04 Conduct of Business and Maintenance of Existence. Each Loan Party will preserve, renew and keep in full force and effect, and will cause each of its Subsidiaries to preserve, renew and keep in full force and effect, their respective legal existence and good standing under the Laws of the jurisdiction of its organization and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 6.04 shall prohibit a transaction permitted pursuant to Section 7.05.

6.05 Compliance with Laws. Each Loan Party will comply, and will cause each of its Subsidiaries to comply, in all material respects with all applicable material Laws and requirements of Governmental Authorities (including, without limitation, Environmental Laws, the Patriot Act and ERISA and the rules and regulations thereunder) except where the necessity or fact of compliance therewith is being contested in good faith by appropriate proceedings or could not reasonably be expected to result in a Material Adverse Effect. The Parent will maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, its Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions (and such policies and procedures will be applicable to such directors, officers, employees and agents of Noble or its other Subsidiaries that serve as the directors, officers, employees and agents of, or are seconded to, the Parent and its Subsidiaries).

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6.06 Inspection of Property, Books and Records. Each Loan Party will keep, and will cause its Subsidiaries to keep, proper books of record and account in which full, true and correct, in all material respects, entries shall be made of all dealings and transactions in relation to its business and activities to the extent required by GAAP or applicable Law; and will permit, and will cause each of its respective Subsidiaries to permit, representatives of any Lender at such Lender’s expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records, and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired; provided, however, that if an Event of Default has occurred and is continuing, any visit and inspection by a Lender shall be at the sole expense of the Borrower.

6.07 Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Loan Parties (a) to pay fees and expenses in connection with the Transactions and (b) for working capital, capital expenditures, Acquisitions, dividends, distributions, unit repurchases, and other lawful corporate, limited liability company or partnership purposes of the Parent and its Subsidiaries. Letters of Credit will be issued for general corporate purposes of the Parent and its Subsidiaries (or, in the case of any Letter of Credit issued for the account of any joint venture of the Borrower or any of its Subsidiaries, general corporate purposes of such joint venture).

6.08 Governmental Approvals and Filings. Each Loan Party will, and will cause each of its Subsidiaries to, keep and maintain in full force and effect all action by or in respect of, or filing with, any Governmental Authority necessary in connection with (a) the execution and delivery of this Agreement, or any Note issued hereunder by the Borrower, (a) the consummation of the Transactions, (a) the performance of or compliance with the terms and conditions hereof or thereof by the Parent and its Subsidiaries, or (a) any other actions required to ensure the legality, validity, binding effect, enforceability or admissibility in evidence hereof or thereof.

6.09 Material Contracts. Each Loan Party will, and will cause each of its Subsidiaries to, perform and observe all the terms and provisions of, and comply with, each Material Contract to be performed or observed by it, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to enforce its rights and remedies under the Material Contracts (other than with respect to immaterial notice and information rights the non-enforcement of which the Loan Parties and their Subsidiaries determine in good faith do not have an adverse effect on their ordinary course of business), including rights with respect to indemnities, cost reimbursements and purchase price adjustments, in a manner consistent with that, and to the same extent that, it would do so in an arms’-length transaction with an unrelated third party.

6.10 Guarantee Matters.

(a) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Material Subsidiary (or upon a wholly-owned non-Material Subsidiary becoming a Material Subsidiary), the Parent shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative

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Agent a joinder to the Guarantee Agreement and (i) deliver to the Administrative Agent (A) documents of the types referred to in Sections 4.01(a)(iii) and 4.01(a)(iv) of the Original Credit Agreement and (A) favorable opinions of counsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no non-wholly-owned Material Subsidiary existing on or after the Original Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Material Subsidiary.

(b) If any Subsidiary that is not already a Loan Party guarantees any Debt of the Borrower or the Parent, then that Subsidiary shall become a guarantor of the Obligations and shall deliver a joinder to the Guarantee Agreement to the Administrative Agent within ten (10) Business Days of the date on which it guaranteed such Debt, together with such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

(c) On and after the Guarantee Release Date, the Loan Parties shall not be required to comply with the requirements of Section 6.10(a) and each Guarantor that is a Material Subsidiary shall be automatically released from its obligations under the Guarantee Agreement; provided that (i) no Default or Event of Default has occurred and is continuing or would result from such release, (ii) such Guarantor is not then a guarantor of any other Debt of the Borrower or the Parent, and (iii) the Borrower shall have delivered to the Administrative Agent a certificate, executed by a Responsible Officer of the Borrower, confirming that the conditions to release set forth in this Section have been satisfied.

(d) If the conditions set forth Section 6.10(b) requiring such Subsidiary to be a Guarantor no longer exist (other than on account of a release of such Subsidiary from its guarantee of the applicable other Debt upon payment by such Subsidiary thereon), then such Subsidiary shall be automatically released from its obligations under the Guarantee Agreement; provided that (i) no Default or Event of Default has occurred and is continuing or would result from such release and (ii) the Borrower shall have delivered to the Administrative Agent a certificate, executed by a Responsible Officer of the Borrower, confirming that the conditions to release set forth in this Section have been satisfied.

(e) In connection with any release pursuant to this Section, the Administrative Agent is hereby authorized to execute and deliver, and agrees to promptly execute and deliver, such documents as the Borrower shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

6.11 Subsidiaries. With respect to each non-wholly owned direct or indirect Subsidiary of the Parent: (a) to the extent such Subsidiary is a limited partnership, 100% of the general partnership interests in such Subsidiary shall be directly owned by the Parent or a wholly-owned Subsidiary of the Parent and (b) in all cases, the Parent or a wholly-owned Subsidiary of the Parent shall Control such Subsidiary.

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ARTICLE VII

NEGATIVE COVENANTS

7.01 Liens. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

(a) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not past due for more than 60 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(b) Liens of landlords (other than to secure Debt) and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not past due for more than 60 days or, if delinquent, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

(c) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(d) Liens to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations (other than Liens imposed by ERISA), surety and appeal bonds, performance bonds and other obligations of a like nature (other than obligations under Swap Contracts) incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Loan Party or any of its Subsidiaries;

(f) any easement, exceptions or reservations in any property or assets granted or reserved for the purpose of pipelines, roads, the removal of oil, gas or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment that are incidental to, and do not materially interfere with the ordinary conduct of business of any Loan Party or any of its Subsidiaries;

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(g) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);

(h) leases or subleases granted to others not interfering in any material respect with the ordinary course of the business of any Loan Party or any of its Subsidiaries;

(i) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement, including, without limitation, operating leases;

(j) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(k) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(l) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(m) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a);

(n) Liens created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered into in the ordinary course of business; provided that such Liens do not secure Debt;

(o) rights of first refusal entered into in the ordinary course of business;

(p) Liens consisting of (i) any rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the Parent or any Subsidiary or to use such property, (i) any obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (i) any zoning laws, ordinances or municipal regulations;

(q) Liens on cash margin collateral, deposits or securities required by any Person with whom the Parent or any of its Subsidiaries enters into a Swap Contract, to the extent such Swap Contract is entered into in accordance with Section 7.12; provided that the aggregate value of cash and other assets subject to such Liens shall not at any time exceed $25,000,000;

(r) Liens imposed by ERISA that do not constitute an Event of Default and that are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor;

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(s) in the case of (i) Capital Stock of any joint venture of the Parent or its Subsidiaries, (ii) Capital Stock of any Person that is not a Subsidiary or (iii) Capital Stock of any non-wholly owned Subsidiary, in each case, owned by the Parent or any Subsidiary, any Lien, including any put and call arrangements, related to such Capital Stock set forth in (A) the Organization Documents of such joint venture, such other Person or such Subsidiary or any related shareholders’ or similar agreement or (B) in the case of clauses (i) and (ii) above, any agreement or document governing Debt of such joint venture or such other Person;

(t) Liens on assets of non-wholly owned Subsidiaries that are not Loan Parties and Liens on the Capital Stock of such non-wholly owned Subsidiaries that are not Loan Parties, in each case securing Debt of such non-wholly owned Subsidiaries permitted by Section 7.09;

(u) in connection with the sale or transfer of any Capital Stock or other assets in a transaction permitted hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;

(v) Liens securing (i) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) Debt assumed in connection with the acquisition of any fixed or capital assets and (iii) Debt refinancing (but not increasing the outstanding principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) any Debt described in this clause (v); provided that (A) such Lien shall not apply to any property of the Parent or any Subsidiary other than the assets so acquired, constructed or improved and proceeds thereof and (B) prior to the Guarantee Release Date, the aggregate principal amount of Debt secured by Liens in reliance on this clause (v) shall not exceed $25,000,000 outstanding at any time;

(w) Liens securing Debt permitted by Section 7.09(a)(ii) and Section 7.09(b)(i); provided that such Liens shall not apply to any property of the Parent or any Subsidiary other than the fixed or capital assets acquired, constructed or improved with such Debt, and proceeds thereof;

(x) prior to the Guarantee Release Date, other Liens securing Debt in an aggregate principal amount not exceeding $50,000,000 outstanding at any time; and

(y) on and after the Guarantee Release Date, other Liens securing Debt of the Parent or any of its Subsidiaries; provided that the sum, without duplication, of (A) the aggregate outstanding principal amount of all such Debt secured by a Lien created, incurred, assumed or in existence in reliance on this clause (y), plus (B) the aggregate outstanding principal amount of all Debt under Section 7.09(b)(vii) plus (C) the aggregate outstanding amount of Attributable Debt under all Sale and Leaseback Transactions under Section 7.08(c) shall not exceed 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Lien.

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7.02 Financial Covenants.

(a) The Parent will not permit the Consolidated Leverage Ratio, as of the end of each fiscal quarter of the Parent (beginning with September 30, 2016), to exceed 5.00 to 1.0 (or, during a Qualified Acquisition Period, 5.50 to 1.0).

(b) Prior to the Guarantee Release Date, the Parent will not permit the Consolidated Interest Coverage Ratio, as of the end of each fiscal quarter of the Parent, to be less than 3.00 to 1.0.

7.03 Transactions with Affiliates. A Loan Party will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction (including the amendment, restatement, supplement or other modification to, or waiver of any rights under, any Material Contract the effect of which is material or adverse to a Loan Party or any Subsidiary or their respective rights thereunder, or the entry into any new Material Contract) with, any officer, director, employee or Affiliate (other than a Loan Party) (each such Person, an “Affiliated Person”) unless any such transactions between a Loan Party or its Subsidiaries, on the one hand, and any Affiliated Person, on the other hand, shall be on an arm’s-length basis and on terms no less favorable to such Loan Party or such Subsidiary than could have been obtained from a third party who was not an Affiliated Person; provided, that the foregoing provisions of this Section shall not prohibit (a) Restricted Payments permitted pursuant to Section 7.04, (a) a Loan Party or a Subsidiary from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (a) transactions that are not on an arm’s length basis or are not on terms as favorable as could have been obtained from a third party, provided that such transaction or transactions occurs within a related series of transactions, which, in the aggregate, are on an arm’s-length basis and are on terms as favorable as could have been obtained from a third party, (a) non-material transactions with Noble or its Subsidiaries, or Subsidiaries of the Parent that are not Loan Parties, that are entered into in the ordinary course of business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, such transaction is entered into in good faith and such transaction is in the best interests of the Parent and its Subsidiaries, taken as a whole, (a) Midstream Drop Down Acquisitions and any Investments in Subsidiaries, in each case, not prohibited by the Partnership Agreement so long as (i) no Default or Event of Default would result therefrom and (ii) the Loan Parties are in pro forma compliance with Section 7.02(a) after giving effect to such transaction, (a) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters, (a) transactions approved by the conflicts committee of the General Partner in accordance with the Partnership Agreement, (a) transactions involving any employee benefit or compensation plans or related trusts of the Loan Parties or a Subsidiary, (a) the payment of reasonable compensation, fees and expenses (as determined by the applicable Loan Party) to, and indemnity provided on behalf of, the General Partner and directors, employees and officers of the General Partner, the Parent or any Subsidiary and (a) transactions pursuant to any contract in existence on the Restatement Closing Date and set forth on Schedule 7.03 (without giving effect to any amendment, waiver or modification thereto that is materially adverse to the Lenders).

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7.04 Restricted Payments. A Loan Party will not, and will not permit any Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(a) a Subsidiary may declare and make any Restricted Payments (with respect to any non-wholly owned Subsidiary, ratably (or on a more favorable basis from the perspective of the Borrower) to the holders of its Capital Stock in accordance with their respective ownership interests);

(b) the Parent and each Subsidiary may declare and make Restricted Payments solely in the Capital Stock of such Person and the Parent may issue common Capital Stock upon the conversion of subordinated or any other class of Capital Stock;

(c) the Parent and each Subsidiary may purchase, redeem or otherwise acquire its Capital Stock with the proceeds received from the substantially concurrent issue of new Capital Stock;

(d) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (i) the Parent is in pro forma compliance with Section 7.02(a), in each case on the date of declaration thereof, the Parent may declare Restricted Payments in cash to the holders of its Capital Stock to the extent not prohibited by the Partnership Agreement and may pay such Restricted Payments no later than 60 days after such date of declaration; and

(e) on and after the Guarantee Release Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, in each case on the date of the declaration thereof, the Parent may declare Restricted Payments in cash to holders of its Capital Stock to the extent not prohibited by the Partnership Agreement and may pay such Restricted Payments no later than 60 days after such date of declaration.

7.05 Mergers and Fundamental Changes. A Loan Party will not, and will not permit any of its Subsidiaries to, (a) enter into any transaction of merger or consolidation or (a) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that (i) a Person (including a Subsidiary of the Parent but not the Borrower or the Parent) may be merged or consolidated with or into the Parent or the Borrower so long as (A) in the case of a transaction to which the Borrower is a party, the Borrower shall be the continuing or surviving entity, (A) in the case of a transaction to which the Parent is a party, the Parent shall be the continuing or surviving entity, (A) no Default or Event of Default shall exist or be caused thereby, and (A) the Borrower remains liable for its obligations under this Agreement and all the rights and remedies hereunder remain in full force and effect, (i) a Subsidiary of the Parent (other than the Borrower) may merge with or into another Subsidiary of the Parent or any other Person, provided that if one of such Subsidiaries is a Guarantor, the surviving entity must be a Guarantor, (i) any Subsidiary of the Parent (other than the Borrower) may liquidate, wind up or dissolve if the Parent determines in good faith that such liquidation or dissolution is in the best interests of the Parent and is not materially disadvantageous to the Lenders; and (iv) any Dispositions otherwise permitted by this Agreement shall be permitted.

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7.06 Change in Nature of Business. The Parent will not, and will not permit any Subsidiary to, directly or indirectly, engage in any material line of business other than the midstream oil and gas business or any business substantially related or incidental thereto.

7.07 Use of Proceeds. The Borrower will not use the proceeds of any Credit Extension, whether directly or indirectly, for a purpose that entails a violation of Regulation T, U or X of the FRB. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure that the Parent and its Subsidiaries and its or their respective directors, officers, employees and agents (and such directors, officers or employees of Noble or its other Subsidiaries that serve as directors, officers or employees of, or are seconded to, the Parent or its Subsidiaries) shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (a) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (a) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

7.08 Dispositions.

(a) Prior to the Guarantee Release Date, the Loan Parties will not, and will not permit any of their Subsidiaries to, make any Disposition except:

(i) Dispositions of inventory in the ordinary course of business;

(ii) Dispositions of assets no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;

(iii) Dispositions of assets solely among the Parent and its Subsidiaries;

(iv) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(v) (A) Dispositions of licenses, sublicenses, leases or subleases or (B) releases of rights of first refusal or rights of first offer held by the Parent or its Subsidiaries, in each case under this clause (v) not interfering in any material respect with the business of the Parent and its Subsidiaries;

(vi) Dispositions of cash or Cash Equivalents in the ordinary course of business;

(vii) Dispositions in which: (A) the assets being disposed of are exchanged for replacement assets of the same or substantially similar value which are useful in the ordinary course of business of the Parent and its Subsidiaries or (B) the net proceeds thereof are either (x) reinvested within 365 days from such Disposition in assets to be used in the ordinary course of the business of the Parent and its

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Subsidiaries and/or (y) used to permanently reduce the Aggregate Commitment on a dollar for dollar basis;

(viii) Dispositions in the form of Restricted Payments permitted by Sections 7.04;

(ix) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;

(x) Dispositions in the form of Investments made by the Loan Parties and their Subsidiaries;

(xi) Dispositions resulting from the granting of any Liens permitted by Section 7.01; and

(xii) other Dispositions not exceeding in the aggregate on and after the Restatement Closing Date, for all Loan Parties and their Subsidiaries, 35% of Consolidated Net Tangible Assets, measured as of the date of each Disposition effected pursuant to this clause (xii) (in each case using the financial statements most recently delivered pursuant to Section 6.01(a) or 6.01(b)).

(b) On or after the Guarantee Release Date, the Parent and its Subsidiaries will not Dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Parent and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired).

(c) On and after the Guarantee Release Date, the Loan Parties will not, and will not permit any of their Subsidiaries to, enter into any Sale and Leaseback Transaction unless, at the time of consummation of such Sale and Leaseback Transaction and after giving effect thereto, the sum, without duplication, of (i) the aggregate outstanding amount of Attributable Debt under all Sale and Leaseback Transactions, plus (ii) the aggregate outstanding principal amount of all Debt under Section 7.09(b)(vii), plus (iii) the aggregate outstanding principal amount of all Debt secured by Liens under Section 7.01(y) would not exceed 15% of Consolidated Net Tangible Assets.

7.09 Debt.

(a) Prior to the Guarantee Release Date, no Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt except:

(i) Debt incurred under this Agreement;

(ii) Debt set forth on Schedule 7.09, and refinancings of such Debt that do not increase the outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings;

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(iii) Debt of the Parent or any Subsidiary owing to the Parent or any of its Subsidiaries, provided that (A) such Debt shall not have been transferred to any Person other than the Parent or any of its Subsidiaries and (B) in the case of Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt is subordinated in right of payment on terms acceptable to the Administrative Agent, to the extent permitted by Law and not giving rise to material adverse tax consequences to the Borrower;

(iv) Guarantees of Debt permitted under this Section 7.09(a), provided that a Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(a) if it were a primary obligor thereon;

(v) Debt owed in respect of (A) any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, provided that such Debt shall be repaid in full within 30 days of the incurrence thereof, and (B) the unreimbursed amount of any drafts drawn under letters of credit, provided that such drafts shall be reimbursed in full within 5 Business Days of the applicable disbursement;

(vi) other Debt of the Loan Parties; provided that, after giving pro forma effect to the incurrence of such Debt and the application of the proceeds thereof, the Parent shall be in compliance with Section 7.02(a) as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 6.01(a) or 6.01(b); and

(vii) other Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed $100,000,000 outstanding at any time.

(b) On and after the Guarantee Release Date, no Loan Party will permit its Subsidiaries (other than any Subsidiary that is a Loan Party or a Finco Subsidiary) to create, incur, assume or suffer to exist any Debt except:

(i) Debt set forth on Schedule 7.09, and refinancings of such Debt that do not increase the outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings;

(ii) Debt of any Subsidiary owing to the Parent or any of its Subsidiaries, provided that such Debt shall not have been transferred to any Person other than the Parent or any of its Subsidiaries;

(iii) Guarantees of Debt of any other Subsidiary that is not a Loan Party permitted under this Section 7.09(b), provided that a Subsidiary shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(b) if it were a primary obligor thereon;

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(iv) Debt owed in respect of (A) any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, provided that such Debt shall be repaid in full within 30 days of the incurrence thereof, and (B) the unreimbursed amount of any drafts drawn under letters of credit; provided that such drafts shall be reimbursed in full within 5 Business Days of the applicable disbursement;

(v) Debt of any Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any refinancings of such Debt that do not increase the outstanding principal amount thereof except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings;

(vi) (A) Debt of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Original Closing Date, incurred prior to the time such Person becomes a Subsidiary (or is so merged or consolidated), that is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation), (B) Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and (C) Debt refinancing (but not increasing the outstanding principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) any Debt described in this clause (vi); and

(vii) any other Debt of the Subsidiaries; provided that, at the time of the creation, incurrence or assumption of such Debt and after giving effect thereto, the sum, without duplication, of (A) the aggregate outstanding principal amount of all such Debt created, incurred, assumed, or in existence in reliance on this clause (vii), plus (B) the aggregate outstanding principal amount of all Debt secured by Liens under Section 7.01(y), plus (C) the aggregate outstanding amount of Attributable Debt under all Sale and Leaseback Transactions under Section 7.08(c) does not exceed 15% of Consolidated Net Tangible Assets;

provided that, notwithstanding anything to the contrary in this Section 7.09(b), in no event shall the aggregate principal amount of Debt of non-wholly owned Subsidiaries exceed $100,000,000 outstanding at any time.

7.10 Changes in Fiscal Year; Organization Documents. The Loan Parties will not, and will not permit any of their Subsidiaries to, (a) change the fiscal year of the Parent and its Subsidiaries or (a) amend, modify or supplement any of the Loan Party’s or their Subsidiaries’ Organization Documents unless, in each case, such action could not reasonably be expected to result in a Material Adverse Effect.

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7.11 Subsidiaries. The Loan Parties will not, and will not permit any Subsidiary to:

(a) Dispose of any Capital Stock in any Subsidiary except in compliance with Section 7.08; provided no Loan Party will Dispose of less than 100% of the Capital Stock that it directly or indirectly owns in any Guarantor and the Parent may not Dispose of the Capital Stock in the Borrower;

(b) Dispose of any Capital Stock in any wholly owned Subsidiary that is the general partner of a non-wholly owned Subsidiary, or otherwise transfer or permit any Person which is not a Subsidiary of the Parent to be the general partner of any Subsidiary, except in connection with a Disposition of 100% of the Capital Stock that it directly or indirectly owns in any Subsidiary that is permitted pursuant to Section 7.08 and Section 7.11(a); or

(c) create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts any Subsidiary from paying dividends or making distributions to any Loan Party, except:

(i) this Agreement or the Loan Documents;

(ii) in the case of any joint venture or any non-wholly owned Subsidiary, restrictions imposed by the Organization Documents of, or set forth in agreements governing Debt of, such joint venture or Subsidiary; provided that such restrictions apply only to such joint venture or Subsidiary;

(iii) restrictions imposed by Law;

(iv) agreements existing as of the Restatement Closing Date and set forth on Schedule 7.11;

(v) restrictions existing in agreements governing Debt permitted by this Agreement, provided that such restrictions, taken as a whole, are no more restrictive than the restrictions hereunder;

(vi) customary restrictions and conditions contained in purchase, merger or sale agreements relating to the Capital Stock or assets of a Subsidiary pending such transaction, provided such restrictions and conditions apply only to the Subsidiary that is subject to such transaction and such transaction is permitted by this Agreement; and

(vii) restrictions contained in, or existing by reason of, any agreement or instrument relating to any Subsidiary at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Parent or a Subsidiary or became a Subsidiary and not created in contemplation thereof.

7.12 Swap Contracts. The Parent will not, and will not permit any Subsidiary to, enter into any Swap Contracts, other than Swap Contracts that are entered into not for speculative purposes, in respect of changes in interest rates, commodity prices or foreign exchange rates.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following events shall constitute an “Event of Default”:

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (i) within five days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any commitment or other fee due hereunder, or any other amount payable hereunder or under any other Loan Document;

(b) Specific Covenants. Any Loan Party or any Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Section 6.01(d), 6.04 (with respect to the Parent’s and the Borrower’s existence), 6.07, 6.08, 6.10, 6.11 or Article VII; or

(c) Other Defaults. Any Loan Party or any Subsidiary fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or 8.01(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) the date notice of such failure is given by the Administrative Agent to the Borrower or (ii) the date on which such failure first became known to a Responsible Officer of the General Partner or the Borrower;

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or, to the extent qualified by materiality or Material Adverse Effect, in any respect) when made or deemed made; or

(e) Cross Default. (i) The Parent or any of its Subsidiaries (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Debt or (A) fails to observe or perform any other agreement or condition relating to any Material Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Debt to cause, the maturity of such Material Debt to be accelerated or to cause such Material Debt to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity; provided that this clause (i) shall not apply to (x) any secured Debt that becomes due as a result of the voluntary sale or other transfer of the assets securing such Debt and is paid in accordance with its terms or (y) any Debt that becomes due as a result of a voluntary refinancing thereof permitted under Section 7.09 and is paid in accordance with its terms; or (i) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Parent or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (A) any Termination Event (as so defined) under such Swap Contract as to which the Parent or any Subsidiary

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is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent or such Subsidiary as a result thereof is greater than the Threshold Amount;

(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary admits in writing its inability or fails generally to pay its debts as they become due, or (i) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy;

(h) Judgments. There is entered against any Loan Party or any Subsidiary final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), and (i) enforcement proceedings are commenced by any creditor upon such judgment or order or (ii) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;

(i) ERISA. (i) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of the Threshold Amount which it shall have become liable to pay under Title IV of ERISA; (i) notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; (i) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; (i) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or (i) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which, in the case of each of clauses (ii) - (v) above, could cause one or more members of the ERISA Group to incur a current payment obligation in excess of the Threshold Amount in the aggregate;

(j) Invalidity of Loan Documents. Any Loan Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan

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Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligations of any L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect to the Commitments, Loans or Letters of Credit to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided, however, in each case, that upon the occurrence of an Event of Default under Section 8.01(f) or 8.01(g), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, any Lender or any L/C Issuer.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the L/C

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Issuers (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees pursuant to Section 2.03(h) and interest on the Loans, Swing Line Loans and the L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Swing Line Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not Cash Collateralized by the Borrower pursuant to Section 2.17; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX

ADMINISTRATIVE AGENT

9.01 Appointment and Authorization of Administrative Agent. Each of the Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and none of the Parent, the Borrower or their respective Subsidiaries shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an L/C Issuer as any other Lender or L/C Issuer and may exercise the same as though it were not the Administrative Agent and the term “Lender”, “Lenders”, “L/C Issuer” or “L/C Issuers” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or the L/C Issuers.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be, or as the Administrative Agent shall believe in good faith to be, expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided herein or in the other Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (such absence to be preserved unless otherwise determined by a court of competent jurisdiction by final and nonappealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice (stating that it is a “notice of default”) describing such Default is given to the Administrative Agent by the Borrower, a Lender or an L/C Issuer.

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The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (iii) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (iv) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (v) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (vi) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (vii) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or amendment of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or amendment of such Letter of Credit. The Administrative Agent shall be entitled to rely on legal counsel (who may be counsel for the Parent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Indemnification of Administrative Agent and L/C Issuers. Whether or not the transactions contemplated hereby are consummated, (a) the Lenders shall severally indemnify upon demand the Administrative Agent and each Agent-Related Person related to the Administrative Agent and (a) the Lenders shall severally indemnify upon demand each L/C Issuer and each L/C Issuer Related Person related to such L/C Issuer (in each case, to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata (determined as of the time at which such indemnification is sought), and hold harmless each Agent-Related Person and each L/C Issuer Related Person from and against any and all Indemnified Liabilities incurred by it, provided that such unreimbursed Indemnified Liabilities were incurred by or asserted against the Administrative Agent or such L/C Issuer in each case in its capacity as such or against any Agent-Related Persons or L/C Issuer Related Persons acting for the Administrative Agent or such L/C Issuer in connection with such capacity; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person or any L/C Issuer Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s or such L/C Issuer Related Person’s own gross negligence or willful misconduct; and provided, further, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.

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Without limitation of the foregoing, each Lender shall severally reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The obligations of the Lenders in this Section are subject to the provisions of Section 2.12(e) and shall survive termination of the Aggregate Commitment, the payment of all other Obligations and the resignation of the Administrative Agent.

9.06 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.07 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. If the Administrative Agent becomes a Defaulting Lender, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Borrower and the Required Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall have the right, in consultation with the Borrower (so long as no Event of Default exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of resignation, no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring

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or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Any resignation by JPMorgan as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and a Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and retiring Swing Line Lender, (b) the retiring L/C Issuer and retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder and under the other Loan Documents and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.08 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.09 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder, but all such Persons shall have the benefit of the indemnities and exculpatory provisions provided for herein.

9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative

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Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h), 2.03(i), 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 10.04 and 10.05.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class

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exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless clause (i) in Section 9.11(a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in clause (iv) in Section 9.11(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i) none of the Administrative Agent, the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

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(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, the Arrangers or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

(c) The Administrative Agent and the Arrangers hereby inform the Lenders that no such Person or any of its Affiliates is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person or any of its Affiliates has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE X

MISCELLANEOUS

10.01 Amendments, Etc. Except as provided in Sections 2.15, 2.16 and 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

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(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or to amend any financial term affecting principal, interest, fees or other amounts not for the express purpose of reducing such amounts;

(d) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender;

(e) amend Section 2.03(a)(ii)(C) in any manner that would permit a Letter of Credit to expire after the Letter of Credit Expiration Date without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

(g) release the Borrower, release the Parent from the Guarantee Agreement, or except in connection with (i) a release pursuant to Section 6.10, (ii) a merger or consolidation permitted under Section 7.05 or (iii) a Disposition permitted under Section 7.08, release all or substantially all of the Guarantors, in each case without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the

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Commitment of any Defaulting Lender may not be increased or extended, nor the Obligations owed to any Defaulting Lender reduced, without the consent of such Defaulting Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.02(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or any other Loan Party, the Administrative Agent or JPMorgan, as an L/C Issuer or a Swing Line Lender, to the address, fax number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, any other Swing Line Lender or any other L/C Issuer, to the address, fax number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.02(b), shall be effective as provided in Section 10.02(b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is

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not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT/ARRANGER PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT/ARRANGER PARTY IN CONNECTION WITH THE MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent, the Arrangers or any of their Related Parties (collectively, the “Agent/Arranger Parties”) have any liability to any Loan Party, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Parent’s, Borrower’s or the Administrative Agent’s transmission of Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent/Arranger Party; provided, however, that in no event shall any Agent/Arranger Party have any liability to any Loan Party, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lenders may change its address, fax or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, fax or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lenders. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and electronic mail address to which notices and other communications may be sent and (i) accurate wire instructions for such Lender.

(e) Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (i) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each

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notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (but limited to one primary outside counsel for the Administrative Agent, and to the extent necessary, one local counsel in each relevant jurisdiction for the Administrative Agent) and (a) to pay or reimburse the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs (but limited to one primary outside counsel for the Administrative Agent and the Lenders, and to the extent necessary, (i) one local counsel in each relevant jurisdiction for the Administrative Agent and the Lenders and (i) one counsel for each group of similarly situated Persons in the case of an actual or asserted conflict of interest among the Administrative Agent and the Lenders). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and Other Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitment and repayment of all other Obligations.

10.05 Indemnification; Damage Waiver.

(a) Indemnification by the Loan Parties. Whether or not the transactions contemplated hereby are consummated, the Loan Parties shall indemnify and hold harmless each Agent-Related Person, each L/C Issuer Related Person, each Arranger, each Lender and their respective Related Parties (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited to one primary outside counsel for the

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Indemnitees, and to the extent necessary, (x) one local counsel in each relevant jurisdiction for the Indemnitees and (y) one counsel for each group of similarly situated Persons in the case of an actual or asserted conflict of interest among the Administrative Agent and the Lenders) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by a Loan Party or any Subsidiary of a Loan Party, or any Environmental Liability related in any way to a Loan Party or any Subsidiary of a Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, in each case whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and regardless of whether brought by the Borrower or any of its Affiliates or any third party (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, (y) material breach in bad faith of such Indemnitee’s obligations under the Loan Documents or (z) a dispute solely among Indemnitees so long as such dispute does not involve, or result from, (I) an action or inaction by any Loan Party or any Affiliate of a Loan Party or (II) a dispute against the Administrative Agent or any Arranger in its capacity, or in fulfilling its role, as such. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefore. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitment and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Section 3.01, this Section 10.05(a) shall not apply with respect to Taxes other than Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

(b) Waiver of Consequential Damages, Etc. Without limiting the Loan Parties’ indemnification obligations under Section 10.05(a) or under any other Loan Document, to the fullest extent permitted by applicable law, no party hereto shall assert, and each hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument entered into or delivered pursuant hereto, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising

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from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

10.06 Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (a) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

10.07 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (other than, in the case of any Subsidiary that is a Guarantor, as provided in Section 7.05) and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an assignee in accordance with the provisions of Section 10.07(b), (B) by way of participation in accordance with the provisions of Section 10.07(d) or (C) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or (j) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, sub-agents of the Administrative Agent to the extent provided in Section 9.06, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

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(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned, and

(B) in any case not described in Section 10.07(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; provided, that the Borrower shall be deemed to have so consented unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to any Swing Line Lender’s rights and obligations in respect of Swing Line Loans made by such Swing Line Lender.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (1) such assignment is to a Person that is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender; provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment

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to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender; and

(C) the consent of the L/C Issuers and the Swing Line Lenders (such consent not to be unreasonably withheld or delayed) shall be required.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, and the assignor or assignee, as the case may be, shall deliver a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Parent, the Borrower or any of their Affiliates or Subsidiaries, (A) to any Defaulting Lender or any of its Subsidiaries, or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (A) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii) Swing Line Loans. Each assignment of Swing Line Loans and/or rights and obligations as a Swing Line Lender shall be to another Swing Line Lender.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, except to the extent otherwise specifically provided hereunder, and only to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.07(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

(c) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Lender and any L/C Issuer, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lenders, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including for purposes of this Section 10.07(d), participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (i) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (i) the Borrower, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any

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provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in subsections (a) through (g) of Section 10.01 that directly affects such Participant. Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.13 and 10.16 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, proposed United States Treasury Regulation Section 1.163-5 or any applicable temporary, final or other successor regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 3.01 unless such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01 (including Section 3.01(f)), and be subject to Sections 3.06 and 10.16 as though it were a Lender (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender).

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable

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law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

(h) As used herein, the following terms have the following meanings:

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) and (b)(v) (subject to such consents, if any, as may be required under Section 10.07(b)(iii)).

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

(i) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (i) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, if at any time any Swing Line Lender or any L/C Issuer assigns all of its Commitment and Loans pursuant to Section 10.07(b) above, such Swing Line Lender or such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as a Swing Line Lender or an L/C Issuer. In the event of any such resignation as a Swing Line Lender or an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders (only if such Lender accepts such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer as an L/C Issuer or such Swing Line Lender as a Swing Line Lender, as the case may be. In connection with any such resignation, (i) such L/C Issuer shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)) and (ii) such Swing Line Lender shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c), as applicable. Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (I) such successor shall succeed

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to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be and (II) the successor L/C Issuer (or another L/C Issuer hereunder) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

10.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (a) to the extent requested by any regulatory authority or self-regulatory authority (i.e. FINRA) purporting to have jurisdiction over it; (a) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (a) to any other party to this Agreement; (a) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (a) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (i) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any derivative transaction relating to obligations of the Parent, the Borrower or any of their Subsidiaries or other Affiliates; (a) with the consent of the Parent or the Borrower; (a) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (i) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Parent or the Borrower; or (a) to the National Association of Insurance Commissioners or any other similar organization (including any credit insurance provider relating to the Parent and/or the Borrower). In addition, the Administrative Agent and the Lenders may disclose, after the Original Closing Date, the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary relating to such Loan Party or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by a Loan Party or any Subsidiary and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (i) the Information may include material non-public information concerning the Parent, its Subsidiaries

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or their respective securities, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

10.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender or such Affiliate to or for the credit or the account of any Loan Party against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (a) exclude voluntary prepayments and the effects thereof, and (a) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof and shall constitute an agreement to deliver an original executed counterpart if requested.

10.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of

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the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, the L/C Issuers and each Lender, regardless of any investigation made by the Administrative Agent, the L/C Issuers or any Lender or on their behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (a) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.15 Reserved.

10.16 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06, or if any Lender suspends its obligations to make, maintain or continue Eurodollar Rate Loans pursuant to Section 3.02 or any Lender is a Defaulting Lender, a Declining Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.07(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents

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(including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws;

(e) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent;

(f) in the case of any assignment resulting from a Lender becoming a Declining Lender, the applicable assignee shall have consented to the applicable Maturity Extension Request, it being agreed that, notwithstanding anything to the contrary set forth herein, upon the effectiveness of such assignment, the applicable assignee shall, from and after the date thereof, be treated as a Consenting Lender for all purposes of this Agreement; and

(g) in the event that such Lender is an L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding, the Borrower shall Cash Collateralize such Letters of Credit upon terms reasonably satisfactory to such L/C Issuer to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 10.16 and to the extent permitted under applicable Laws, each Lender hereby agrees that any Assignment and Assumption done in accordance with this Section 10.16 shall be effective against a Defaulting Lender one (1) Business Day after it has been given notice of the same, whether or not such Defaulting Lender has executed such Assignment and Assumption, and such Defaulting Lender shall be bound thereby as fully and effectively as if such Defaulting Lender had personally executed, acknowledged and delivered the same.

10.17 Governing Law; Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK

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SITTING IN THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT, EACH L/C ISSUER AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT, EACH L/C ISSUER AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE FOREGOING PROVISIONS OF THIS PARAGRAPH SHALL NOT PRECLUDE THE ADMINISTRATIVE AGENT, ANY L/C ISSUER OR ANY LENDER FROM INITIATING ANY LEGAL ACTION OR PROCEEDING IN ANY OTHER JURISDICTION IN CONNECTION WITH THE ENFORCEMENT OF ANY JUDGMENT. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

10.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Loan Parties acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers, on the other hand, and the Loan Parties are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (i) in connection with the process leading to such transaction, each of the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their Affiliates, stockholders, creditors or employees or any other Person; (i) none of the Administrative Agent, any Lender, any L/C Issuer or any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, any Lender, any L/C Issuer or any Arranger has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none of the Administrative Agent, any Lender, any L/C Issuer or any Arranger has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (i) the Administrative Agent, the Lenders, the L/C Issuers, the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their Affiliates, and none of the Administrative Agent, any Lender, any L/C Issuer or any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (i) the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers have not provided and will not provide any

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legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Loan Parties hereby agree that they will not assert any claim against the Administrative Agent, the Lenders, the L/C Issuers or the Arrangers for an alleged breach of fiduciary duty and agree that none of the Administrative Agent, the Lenders, the L/C Issuers or the Arrangers shall have any liability (whether direct or indirect) to any Loan Party in respect of any fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Loan Party, including any Affiliates, equity holders, employees or creditors of any Loan Party.

10.19 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.20 USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act.

10.21 Entire Agreement. This Agreement and the other Loan Documents represent the final agreement AMONG the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.

10.22 No General Partner’s Liability for Revolving Facility. It is hereby understood and agreed that the General Partner shall have no personal liability, as general partner or otherwise, for the payment of any amount owing or to be owing hereunder or under any other Loan Document with respect to the Commitments, Loans or Letters of Credit. In furtherance of the foregoing, the Administrative Agent, the Lenders and the L/C Issuers agree for themselves and their respective successors and assigns that no claim arising against the Parent, the Borrower or any of their Subsidiaries under any Loan Document with respect to the Commitments, Loans or Letters of Credit

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shall be asserted against the General Partner (in its individual capacity), any claim arising against the Parent, the Borrower or any of their Subsidiaries under any Loan Document with respect to the Commitments, Loans or Letters of Credit shall be made only against and shall be limited to the assets of the Parent, the Borrower or any of their Subsidiaries, and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents with respect to the Commitments, Loans or Letters of Credit shall be obtained or enforced against the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Obligations with respect to the Commitments, Loans or Letters of Credit or any claims arising under this Agreement or any other Loan Document with respect to the Commitments, Loans or Letters of Credit, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived by the Administrative Agent, the Lenders and the L/C Issuers for themselves and their respective successors and assigns.

10.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

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Exhibit 10.6.4

THIRD AMENDED AND RESTATED
GAS GATHERING AGREEMENT

consisting of the

THIRD AMENDED AND RESTATED
AGREEMENT TERMS AND CONDITIONS RELATING TO
GAS GATHERING SERVICES

taken together with an applicable

AGREEMENT ADDENDUM

that references these Agreement Terms and Conditions

now or in the future effective

TABLE OF CONTENTS



		Page
ARTICLE 1 DEFINITIONS		2

Section 1.1	Definitions	2
Section 1.2	Other Terms	13
Section 1.3	References and Rules of Construction	13

ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION		13

Section 2.1	Producer’s Dedications	13
Section 2.2	Conflicting Dedications	14
Section 2.3	Producer’s Reservation	14
Section 2.4	Releases from Dedication	15
Section 2.5	Covenants Running with the Land	17
Section 2.6	Recording of Agreement	17

ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS		17

Section 3.1	Development Report; System Plan; Meetings	17
Section 3.2	Cancellation of Planned Wells and Planned Separator Facilities	21
Section 3.3	Temporary Services	21
Section 3.4	Cooperation	22
Section 3.5	Grant of Access; Real Property Rights	22

ARTICLE 4 MEASUREMENT DEVICES		23

Section 4.1	Measurement Devices	23
Section 4.2	Measurement Procedures	25
Section 4.3	Product Meter Adjustments	27

ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION		27

Section 5.1	Limitations on Service to Third Parties	27
Section 5.2	Tender of Production	27
Section 5.3	Services; Service Standard	28
Section 5.4	Nominations, Scheduling, Balancing and Curtailment	28
Section 5.5	Suspension/Shutdown of Service	31
Section 5.6	Marketing and Transportation	32
Section 5.7	No Prior Flow of Product in Interstate Commerce	32

ARTICLE 6 FEES		32

– 2 –

Third Amended and Restated

Gas Gathering Agreement




Section 6.1	Fees	32
Section 6.2	Fee Adjustments	32
Section 6.3	Treatment of Byproducts, L&U, Fuel and Related Matters	34

ARTICLE 7 QUALITY AND PRESSURE SPECIFICATIONS		35

Section 7.1	Quality Specifications	35
Section 7.2	Failure to Meet Specifications	36
Section 7.3	Indemnification Regarding Quality	36

ARTICLE 8 TERM		36

Section 8.1	Term	37
Section 8.2	Effect of Termination or Expiration of the Term	37

ARTICLE 9 TITLE AND CUSTODY		37

Section 9.1	Title	37
Section 9.2	Custody	37

ARTICLE 10 BILLING AND PAYMENT		37

Section 10.1	Statements	37
Section 10.2	Payments	38
Section 10.3	Adequate Assurances	39
Section 10.4	Audit	39

ARTICLE 11 REMEDIES		39

Section 11.1	Suspension of Performance; Temporary Release from Dedication	39
Section 11.2	No Election	40
Section 11.3	DIRECT DAMAGES	40

ARTICLE 12 FORCE MAJEURE		40

Section 12.1	Force Majeure	40
Section 12.2	Extension Due to Force Majeure	41

ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE		41

Section 13.1	Changes in Applicable Law	41
Section 13.2	Unprofitable Operations and Rights of Termination	42

– 3 –

Third Amended and Restated

Gas Gathering Agreement




ARTICLE 14 REGULATORY STATUS		44

Section 14.1	Non-Jurisdictional System	45
Section 14.2	Government Authority Modification	45

ARTICLE 15 INDEMNIFICATION AND INSURANCE		45

Section 15.1	Reciprocal Indemnity	45
Section 15.2	Indemnification Regarding Third Parties	46
Section 15.3	Penalties	46
Section 15.4	Insurance	46

ARTICLE 16 ASSIGNMENT		46

Section 16.1	Assignment of Rights and Obligations under this Agreement	46
Section 16.2	Pre-Approved Assignments	47
Section 16.3	Change of Control	49

ARTICLE 17 OTHER PROVISIONS		49

Section 17.1	Relationship of the Parties	49
Section 17.2	Notices	49
Section 17.3	Entire Agreement; Conflicts	50
Section 17.4	Waivers; Rights Cumulative	50
Section 17.5	Amendment	50
Section 17.6	Governing Law; Arbitration	50
Section 17.7	Parties in Interest	51
Section 17.8	Preparation of Agreement	51
Section 17.9	Severability	51
Section 17.10	Counterparts	51
Section 17.11	Confidentiality	51

EXHIBITS
EXHIBIT A	SERVICE AREA
EXHIBIT B	INSURANCE
EXHIBIT C	DOWNTIME FEE REDUCTION
EXHIBIT D	OPERATING PRESSURE FEE REDUCTION
EXHIBIT E	FORM OF RECORDING MEMORANDUM

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THIRD AMENDED AND RESTATED
AGREEMENT TERMS AND CONDITIONS RELATING TO
GAS GATHERING SERVICES

These THIRD AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO GAS GATHERING SERVICES (these “Agreement Terms and Conditions”) are dated as of November 14, 2019 (the “T&C Effective Date”) and (i) shall be effective with respect to each Agreement Addendum to which these Agreement Terms and Conditions are incorporated into and made a part, and shall replace and supersede any previous Agreement Terms and Conditions as of the T&C Effective Date, (ii) shall apply to any subsequently executed Agreement Addendum entered into by any Producer and any Midstream Co. expressly referencing and incorporating these Agreement Terms and Conditions, and (iii) taken together with each such existing or future Agreement Addendum shall constitute, in each case, a single Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.

Recitals:


A.	Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Service Area (defined below) that require services related to the gathering of hydrocarbons.


B.	Producer wishes to obtain such gathering services from each Midstream Co (defined below) that executes and delivers a Midstream Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.


C.	Producer desires to dedicate all gas it Controls (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below).


D.	Each Midstream Co that executes and delivers a Midstream Agreement Addendum owns and operates an Individual System that gathers gas from certain oil and gas leases and other interests.


E.	OpCo (defined below) owns, directly or indirectly, the Controlling equity interests in each Original Midstream Co (defined below) and intends to assist all of the Original Midstream Cos to, collectively, provide all of the Services (defined below) required by Producer hereunder, as provided in the OpCo Agreement Addendum (defined below).

Agreements:

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, the mutual agreements in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OpCo, Midstream Co, and Producer hereby agree as follows:

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Article 1
Definitions

Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

“Adequate Assurance of Performance” has the meaning given to it in Section 10.3.

“Adjustment Year” has the meaning given to it in Section 6.2(a)(ii).

“Agreement” means the applicable Agreement Addendum taken together with these Agreement Terms and Conditions, as modified by such Agreement Addendum.

“Agreement Addendum” means each Midstream Agreement Addendum and OpCo Agreement Addendum. “Agreement Addenda” shall be the collective reference to each Agreement Addendum then in effect.

“Agreement Terms and Conditions” has the meaning given to it in the introductory paragraph.

“API” means American Petroleum Institute.

“Beneficiary” has the meaning given to it in Section 4.1(g).

“Btu” means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis.

“Business Day” means a Day (other than a Saturday or Sunday) on which federal reserve banks are open for business.

“Cancellation Costs” has the meaning given to it in Section 3.2.

“Cancellation Date” has the meaning given to it in Section 3.2.

“Cash-out Price” has the meaning given to it in Section 5.4(i).

“Claiming Party” has the meaning given to it in the definition of “Force Majeure”.

“Communications” has the meaning given to it in Section 17.2.

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“Completed Connection” has the meaning given to it in Section 3.1(d).

“Conditional Amount” has the meaning set forth in Section 10.1(a).

“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producer’s owned or Controlled Product to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under such dedication is to deliver Product from the tailgate of the System or any other point that is a Delivery Point hereunder. A right of first refusal in favor of an entity other than Original Producer, OpCo, or any of their Affiliates shall be deemed to be a “Conflicting Dedication” if Affiliates of Original Producer are prohibited from providing Services pursuant to the applicable agreement creating such right of first refusal.

“Credit-Worthy Person” means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poor’s or Moody’s (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Midstream Co).

“Crude Oil” means crude oil produced from oil or gas wells in the Dedication Area and Controlled by Producer, in its natural form, which may include Flash Gas naturally produced therewith.

“Crude Oil Gathering System” means the Crude Oil gathering system used to provide Crude Oil gathering services to Producer.

“Curtailment Allowance” has the meaning given to it in Section 6.2(c)(ii).

“Curtailment Percentage” has the meaning given to it in Section 6.2(c)(iii).

“Day” means a 24-hour period of time from 7:00 a.m. Mountain Time on a calendar day until 7:00 a.m. Mountain Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.

“Dedicated Production” means (a) Product owned by Producer and produced from the Dedicated Properties, (b) Product owned by an Affiliate of Producer and produced from a Well operated by Producer within the Dedication Area, (c) Product produced within the Dedication Area that is owned by a Third Party and under the Control of Producer, and (d) Purchased Dedicated Production. Notwithstanding the foregoing, (i) any Product that is temporarily released pursuant to the Releases of Dedication shall not be included in this definition of “Dedicated Production”, (ii) any Product that is permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Production” immediately upon the effectiveness of such permanent release, and (iii) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any Product that is so assigned shall cease to be included in X’s “Dedicated Production” and, except when assigned to Y free and clear of the Dedications as provided

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in Section 16.2, shall solely be included in Y’s “Dedicated Production” as of the effective date of such assignment.

“Dedications” means the Product Dedication and the Real Property Dedication together, and “Dedication” means the Product Dedication or the Real Property Dedication, as applicable.

“Dedication Area” means, with respect to this Agreement, the area described on the applicable Midstream Agreement Addendum. Notwithstanding the foregoing, (a) any acreage that was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedication Area” for the duration of such temporary release, (b) any acreage that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedication Area” immediately upon the effectiveness of such permanent release, and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s “Dedication Area” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedication Area” as of the effective date of such assignment.

“Development Report” has the meaning given to it in Section 3.1(a).

“Downstream Facility” means any pipeline downstream of any Delivery Point on the System.

“Downtime Event” means a period during which (a) all or a portion of the Individual System is unavailable to provide Services for a reason other than (i) Force Majeure, (ii) an event or condition downstream of the Individual System that was not caused by Midstream Co, or (iii) planned maintenance for which Midstream Co provided notice as described in Section 5.5(b)(ii), or (b) the pressure of an Individual System is greater than the Target Pressure.

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“Effective Date” has the meaning given to it in the applicable Agreement Addendum.

“Escalation Percentage” means 102.50%.

“Facility Expansion” means the expansion of an existing facility or pipeline, or construction of a new facility or pipeline, which is utilized by more than one Well or Planned Well.

“Facility Segment” means, for any Individual System that is described on the applicable Midstream Agreement Addendum that includes a description of two or more Facility Segments, the distinct segment of such Individual System that is capable of being operated independently of the remaining portion of the Individual System. With respect to any Individual System that is not described in the applicable Midstream Agreement Addendum as having multiple Facility Segments, the term Facility Segment shall be synonymous with Individual System.

“Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the “Claiming Party”), and that by the exercise of reasonable due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes: (a) acts of God; (b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, droughts, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts of a public enemy, acts of terror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate obstruction or blockages of any kind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of the Claiming Party that affect the timing of production or production levels; (k) failure, disruption, allocation, prorationing, curtailment, or unavailability of downstream transportation or pipeline capacity; (l) action or restraint by any Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable, such action or restraint), (m) delays or failures by a Governmental Authority to grant Permits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to make any required filings with such Governmental Authority relating to such Permits, and (n) delays or failures by the

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Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System (or any Individual System) from Third Parties, so long as the Claiming Party has used its commercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party’s control.

“Gallon” means one U.S. Standard gallon measured at 60 degrees Fahrenheit.

“Gross Heating Value” means the number of Btu produced by the combustion, on a dry basis and at a constant pressure, of the amount of Product that would occupy a volume of 1 cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.73 Psia, with air of the same temperature and pressure as the Product, when the products of combustion are cooled to the initial temperature of the Product and air and when the water formed by combustion is condensed to the liquid state. Hydrogen sulfide shall be deemed to have no heating value.

“Group” means (a) with respect to Midstream Co, the Midstream Co Group, and (b) with respect to Producer, the Producer Group.

“Inbound Acreage” has the meaning given to it in Section 16.2(b).

“Individual Fee” means the rate for each Individual System set forth on the applicable Midstream Agreement Addendum, as such rate may be adjusted from time to time in accordance with the provisions of this Agreement or the applicable Midstream Agreement Addendum.

“Individual System” means the portion of the System beginning at the Receipt Points described on the applicable Midstream Agreement Addendum and ending at the Delivery Points described on the applicable Midstream Agreement Addendum. The Individual Systems in existence on the Effective Date are more particularly described in the applicable Midstream Agreement Addendum. Additional Individual Systems may be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced through amendments to the applicable Midstream Agreement Addendum or the execution and delivery of additional Midstream Agreement Addenda.

“Initial Term” has the meaning given to it in Section 8.1.

“Interruption Conditions” has the meaning given to it in Section 2.4(b).

“Invoice Month” has the meaning given to it in Section 10.1(a).

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“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority.

“Lease Acres” has the meaning given to it in Section 16.2(b)(i)(A).

“Losses” means any actions, claims, causes of action (including actions in rem or in personam), settlements, judgments, demands, liens, encumbrances, losses, damages, fines, penalties, interest, costs, liabilities, expenses (including expenses attributable to the defense of any actions or claims and attorneys’ fees) of any kind or character, including Losses for bodily injury, death, or property damage, whether under judicial proceedings, administrative proceedings or otherwise, and under any theory of tort, contract, breach of contract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.

“MAOP” means maximum allowable operating pressure for the applicable Individual System, or relevant Facility Segment, as specified in the applicable Midstream Agreement Addendum.

“Mcf” means one thousand Standard Cubic Feet.

“Measurement Point” means the Measurement Device that the Parties have agreed in writing will measure the volume of Product moving through the Individual System.

“Midstream Agreement Addendum” means each Agreement Addendum by and between a Producer and a Midstream Co that expressly states that it is governed by these Agreement Terms and Conditions. “Midstream Agreement Addenda” shall be the collective reference to each Agreement Addendum then in effect.

“Midstream Co” means the Original Midstream Co, together with its permitted successors and assigns, including any Midstream Co Assignee.

“Midstream Co Assignee” means any Third Party to whom Midstream Co assigns its rights and obligations in accordance with this Agreement.

“MMBtu” means one million Btu.

“Modification” has the meaning given to it in Section 3.1(c).

“Month” means a period of time from 7:00 a.m. Mountain Time on the first Day of a calendar month until 7:00 a.m. Mountain Time on the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.

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the System L&U, (b) the System Fuel and Other System Fuel used by Midstream Co in the operation of the Individual System, (c) the Product actually burned as Process Flare, and (d) to the extent required by a writing signed by Producer and Midstream Co, the Drip Condensate and Flash Gas recovered by Midstream Co and returned to Producer. With respect to any allocated volumes (specifically, those described in the above clauses (c) and, if applicable, (d)), the information included shall be of sufficient detail such that Producer may verify that the allocation procedures then in effect for the applicable Invoice Month were applied.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business.

“Net Revenue Acres” has the meaning given to it in Section 16.2(b)(i)(A).

“On-Line Deadline” has the meaning given to it in Section 3.1(d).

“OpCo” means Noble Midstream Services, LLC, together with its permitted successors and assigns.

“OpCo Agreement Addendum” means the Agreement Addendum by and between a Producer and OpCo that expressly states that it is governed by these Agreement Terms and Conditions.

“Original Midstream Co” means the entity identified as the “Midstream Co” in the applicable Midstream Agreement Addendum as of the Effective Date.

“Original Producer” means Noble Energy, Inc.

“Original Report” has the meaning set forth in the definition of “First Development Report.”

“Other Services” means services that (i) are not Services, (ii) are provided to Producer, any of its Affiliates or to any Third Party, and (iii) pertain to the production of oil, other hydrocarbons, water, and waste products from the production of hydrocarbons.

“Outbound Acreage” has the meaning given to it in Section 16.2(b).

“Owner” has the meaning given to it in Section 4.1(g).

“Party” or “Parties” with respect to each Midstream Agreement Addendum shall mean the applicable Producer and the applicable Midstream Co. Unless expressly stated otherwise, references to “Parties” shall not refer to all parties to all Agreements governed hereby. Rather, references to “Parties” shall refer only to such Parties as determined by the applicable Agreement Addendum. References to a “Party” or the “Parties” shall not include OpCo.

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“Permits” means any permit, license, approval, or consent from a Governmental Authority.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority, or any other entity.

“Planned Separator Facility” has the meaning given to it in Section 3.1(b)(i).

“Planned Well” has the meaning given to it in Section 3.1(b)(i).

“Pressure Overage Percentage” means an amount equal to the quotient of (a) the difference between (i) the actual arithmetic average operating pressure of an Individual System and (ii) the Target Pressure for such Individual System for the Month divided by (b) the Target Pressure for such Individual System for such Month.

“Process Flare” means the Product flared by Midstream Co (a) in its discretion in light of safety, environmental or maintenance considerations or (b) at the direction of Producer.

“Producer” means the Original Producer, together with its permitted successors and assigns, including any Producer Assignee.

“Producer Assignee” means any Person to whom Original Producer or any subsequent Producer sells, assigns, or otherwise transfers acreage subject to the Dedications.

“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer and its Affiliates.

“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be installed or operated by Producer).

“Product Dedication” means the dedication and commitment made by Producer pursuant to Section 2.1(a).

“Proposed Transaction” has the meaning given to it in Section 16.2(b).

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“Psia” means pounds per square inch absolute.

“Real Property Dedication” means the dedication and commitment made by Producer pursuant to the first sentence in Section 2.1(b) and pursuant to Section 2.5.

“Redetermination Deadline” has the meaning given to it in Section 6.2(a)(ii).

“Redetermination Proposal” has the meaning given to it in Section 6.2(a)(i).

“Redetermined Individual Fee” has the meaning given to it in Section 6.2(a)(i).

“Reimbursed Amount” has the meaning given to it in Section 10.1(a).

“Release Conditions” has the meaning given to it in Section 2.4(a).

“Rules” has the meaning given to it in Section 17.6.

“Service Area” means (a) with respect to the Original Producer, the area described on Exhibit A and (b) with respect to any Producer Assignee, the Dedication Area described in such Producer Assignee’s Agreement Addendum, except that any acreage that was permanently released pursuant to (i) the Releases of Dedication or (ii) Section 2.4(a) or Article 16 of any version of this Agreement prior to the T&C Effective Date shall not be included in this definition of “Service Area”. Any acreage moving forward that is permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in the definition of “Service Area” immediately upon the effectiveness of such permanent release, and in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s Service Area and, except for interests that are assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s Service Area as of the effective date of such assignment.

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“Services” means: (a) the receipt of Producer’s owned or Controlled Product at the Receipt Points and the collection of any Drip Condensate; (b) the receipt of Flash Gas into the System, (c) the gathering (and, to the extent stated in Section 5.4(d), compressing) of such Product and the collection of any Drip Condensate in the Individual System; (d) the redelivery of Product with a Thermal Content specified in Section 5.3; (e) the delivery of Drip Condensate into the Crude Oil Gathering System at an appropriate Delivery Point or into Condensate storage tanks; and (f) the other services to be performed by Midstream Co in respect of such Product as set forth in this Agreement, all in accordance with the terms of this Agreement (including any services with respect to the Thermal Content of the received or delivered Product and Drip Condensate, metering services, other services to account for System L&U, System Fuel, Other System Fuel, Process Flare, and if agreed upon by Producer and Midstream Co in writing, Flash Gas and Drip Condensate, that may result in a reduction of or an increase to the redelivered Product pursuant to Section 5.3).

“Services Fee” means, collectively, the fees described in Section 6.1.

“Standard & Poor’s” means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., or any successor to its statistical rating business.

“Standard Cubic Foot” means that quantity of Product that occupies one cubic foot of space when held at a base temperature of 60 degrees Fahrenheit and a pressure of 14.73 Psia.

“State” means the state in which the Individual System is located.

“System” means all Individual Systems described in all of the Agreement Addenda, collectively, including: (a) pipelines; (b) to the extent stated in Section 5.4(d), compression facilities; (c) central processing facilities, (d) controls, (e) Delivery Points, meters and measurement facilities; (f) owned condensate collection and storage facilities; (g) easements, licenses, rights of way, fee parcels, surface rights and Permits; and (h) all appurtenant facilities, in each case, that are owned, leased or operated by each Midstream Co to provide Services to Producer or Third Parties, as such gathering system and facilities are modified or extended from time to time to provide Services to Producer pursuant to the terms hereof or to Third Parties, including the Facility Segments operated under this Agreement by each Midstream Co specified in the Agreement Addenda.

“System Fuel” means all actual Product measured and used as fuel for the System, including Product used as fuel for compressor stations (to the extent stated in Section 5.4(d)), stated in MMBtu. To the extent any Product is used as fuel and is not Other System Fuel but such fuel has not been measured, such Product shall be System L&U.

“System L&U” means any Product, in terms of MMBtu, received into the System that is lost or otherwise not accounted for incident to, or occasioned by, the gathering, compressing (to the extent stated in Section 5.4(d)), and redelivery, of Product, including Product used as fuel to the extent not measured by Midstream Co, Product released through leaks, instrumentation, relief valves, flares and blow downs of pipelines, vessels and equipment, measurement losses or inaccuracies, or is vented, flared or lost in connection with the operation of a pipeline, including line pack for new facilities; provided that to the extent Producer instructs Midstream Co to flare gas, such Process Flare shall not constitute System L&U.

“System Plan” has the meaning given to it in Section 3.1(c).

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“T&C Effective Date” has the meaning given to it in the introductory paragraph.

“Target On-Line Date” means (a) with respect to a Planned Separator Facility or, with respect to a Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described for the first time in the Original Report, the date specified in the Original Report for the applicable Planned Separator Facility or Planned Well, as applicable, (b) with respect to any Planned Separator Facility or, with respect to any Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is described in a First Development Report that is not the Original Report, 24 Months after the date of such First Development Report, unless Midstream Co consents to a shorter time period, and (c) with respect to any Planned Separator Facility or, with respect to any Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 24 Months after the date of the Development Report that initially reflects the Planned Separator Facility or Planned Well, as applicable, unless Midstream Co consents to a shorter time period.

“Target Pressure” means, with respect to any Individual System, the pressure set forth on the applicable Midstream Agreement Addendum, which such stated “Target Pressure” shall be the pressure for the applicable Individual System in the System Plan.

“Tender” means the act of Producer’s making Product available or causing Product to be made available to the System at a Receipt Point. “Tendered” shall have the correlative meaning.

“Term” has the meaning given to it in Section 8.1.

“Thermal Content” means, for Product, the product of the measured volume in Mcfs multiplied by the Gross Heating Value per Mcf, adjusted to the same pressure base of 14.73 Psia and expressed in MMBtu; and for a liquid, the product of the measured volume in gallons multiplied by the Gross Heating Value per Gallon determined in accordance with the GPA 2145¬09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised from time to time.

“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to this Agreement.

“Third Party Assignment” has the meaning given to it in Section 16.1(a).

“Transfer” means a sale, conveyance, assignment, exchange, farmout, disposition or other transfer of Dedicated Properties by Original Producer under Section 16.2(b). In other Sections of this Agreement where the term uses a lower case, the term is not intended to have such a restrictive meaning.

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Product produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or similar agreement.

Section 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in Section 1.1 above have the meanings ascribed to them throughout this Agreement.

Article 2
Product Dedication and Real Property Dedication

Section 2.1 Producer’s Dedications. Subject to Section 2.2 through Section 2.4, during the Term:

(a) Product Dedication. Producer exclusively dedicates and commits to deliver to Midstream Co under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, marketer, or other Person prior to delivery to Midstream Co at the Receipt Points.

(b) Real Property Dedication. Producer dedicates and commits the Dedicated Properties to Midstream Co and this Agreement for the performance of the Services pursuant to this Agreement. Except

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for the Parties’ performance of their obligations under this Agreement, no further performance is required by either Party to effectuate the Real Property Dedication.

Section 2.2 Conflicting Dedications.

Section 2.3 Producer’s Reservation. Producer reserves the following rights respecting Dedicated Production for itself:

(b) to use Dedicated Production for lease operations (including reservoir pressure maintenance) and water treatment facility operations relating to the lands within the Dedication Area;

(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production; provided that Producer’s share of Dedicated Production produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement.

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Section 2.4 Releases from Dedication.

(a) Permanent Releases. Midstream Co shall permanently release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit affected by one or more of the Release Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility affected by one or more of the Release Conditions, (iii) any Dedicated Properties affected by one or more of the Release Conditions, and (iv) any Purchased Dedicated Production for which the Individual System has been affected by one or more of the Release Conditions. The “Release Conditions” are:

(ii) expiration of the Term, as further described in Section 8.2;

(v) Midstream Co’s interruption or curtailment of receipts and deliveries of Product from any Well or Separator Facility pursuant to Section 5.5 that continues for 90 Days or more, except to the extent Producer elects to reduce the Individual Fee with respect to any volumes that are affected by a Downtime Event pursuant to Section 6.2(c);

(vi) a material default (other than a default of the type covered by Section 2.4(a)(i)) by Midstream Co that remains uncured for 90 Days or more;

(vii) Producer’s election after a rejection of any increase in the Individual Fee in accordance with Section 13.1(b);

(viii) (x) Midstream Co’s suspension of Services pursuant to Section 13.2(a)(ii) that extends for the period of time stated in such Section; (y) Midstream Co’s election not to connect a Planned Well or Planned Separator Facility pursuant to Section 13.2(b) or (y) Midstream Co’s election not to expand an Individual System pursuant to Section 13.2(c);

(ix) pursuant to Section 16.2 with respect to a Transfer of Dedicated Properties free of the terms, conditions and obligations of this Agreement; or

(x) pursuant to any other provision in this Agreement that grants Producer (or its Affiliates holding acreage subject to the Dedications) a permanent release.

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Producer may deliver any Dedicated Production permanently released from the Dedications pursuant to this Section 2.4(a) to such other gatherers as it shall determine.

(b) Temporary Release. Midstream Co shall temporarily release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit to the extent affected by one or more of the Interruption Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility to the extent affected by one or more of the Interruption Conditions, (iii) any Dedicated Properties to the extent affected by one or more of the Interruption Conditions, and (iv) any Purchased Dedicated Production that would have been delivered to a Individual System to the extent affected by one or more of the Interruption Conditions. The temporary release shall take effect upon written notice from Producer to Midstream Co of the occurrence of any Interruption Condition, unless expressly provided otherwise below. “Interruption Conditions” are:

(i) Midstream Co’s failure to have a Completed Connection by the applicable On‑Line Deadline (other than due to Producer’s non-compliance with this Agreement).

(ii) the occurrence and continuation of an uncured material default by Midstream Co;

(iii) Midstream Co’s interruption or curtailment of receipts and deliveries of Product pursuant to Section 5.5 that continues for a period of 30 consecutive Days, except to the extent Producer elects to reduce the Individual Fee with respect to any volumes that are affected by a Downtime Event pursuant to Section 6.2(c); or

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reflecting any release of Dedicated Production or Dedicated Properties pursuant to this Section 2.4 or pursuant to the termination of this Agreement.

Section 2.5 Covenants Running with the Land. Subject to the provisions of Section 2.3, Section 2.4, and Article 16, each of the Dedications (a) is a covenant running with the Dedicated Properties (including any rights described in Section 3.5(f)), (b) touches and concerns Producer’s interests in the Dedicated Properties (including any rights described in Section 3.5(f)), and (c) shall be binding on and enforceable by Midstream Co and its successors and assigns. Except as set forth in Article 16, (i) in the event Producer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement and (ii) in the event Midstream Co sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Individual System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be made subject to this Agreement. The Real Property Dedication is not an executory contract under Section 365 of Title 11 of the United States Code (11 U.S.C. § 365).

Section 2.6 Recording of Agreement. Producer hereby authorizes Midstream Co to record a memorandum of the Agreement and each Agreement Addendum in the form set forth on Exhibit E in the real property records of the counties in which the Service Area is located. Midstream Co and Producer agree that until Midstream Co provides notice to the contrary, all payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.

Article 3
System Expansion and Connection of Wells

Section 3.1 Development Report; System Plan; Meetings.

(a) Development Report. Within the later of (x) 30 Days following the execution and delivery of any new Agreement Addendum and (y) the next applicable quarterly delivery of a Development Report hereunder, Producer shall provide Midstream Co with its First Development Report, which shall describe (i) in detail, the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Two Years; and (ii) generally, the long-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). No later than the 15^th of each February, May, August, and November of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Midstream Co an update of the then-current report (the First Development Report, as updated in accordance with the foregoing, the “Development Report”).

(b) Development Report Content. With respect to the Dedication Area, the Development Reports shall include information as to:

(ii) the anticipated Daily volumes, temperatures, pressures and quality characteristics of the production from any Well and Separator Facility that Producer expects to produce during the applicable Period of Two Years (calculated in accordance with generally accepted industry practices);

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(ix) any other information that Producer believes will reasonably assist Midstream Co with the System Plan; and

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Facilities and changes in anticipated production from existing Wells and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such Modifications to the System. Each System Plan shall describe (i) the Modifications required to provide timely Services for any Wells or Separator Facilities projected by the Development Report to occur within the applicable Period of Two Years; and (ii) generally, the Modifications required to provide timely Services for any Wells or Separator Facilities projected by the Development Report to occur within the applicable Period of Five Years. Midstream Co shall deliver an applicable System Plan (including any updated System Plan) to Producer promptly after each Development Report is received by Midstream Co, and in any event not later than 45 Days after Producer’s delivery to Midstream Co of each Development Report or amendment thereto. In the sole discretion of each Person serving as a Midstream Co under a Midstream Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly.

(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part;

(ii) all existing and planned Receipt Points and existing and planned Delivery Points served or to be served by each such Facility Segment;

(iv) all compression (to the extent stated in Section 5.4(d)) and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes,

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operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Individual System to the existing or planned Receipt Points and Delivery Points for all Planned Separator Facilities and, with respect to any Planned Wells not intended to be serviced by a Separator Facility, Planned Wells set forth in the most recent Development Report; (B) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; and (C) permit Product to enter the facilities of Downstream Facilities but at pressures no higher than the MAOP;

(vi) the allocation methodologies to be used by Midstream Co with respect to System L&U, System Fuel, Other System Fuel, and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and any other allocations hereunder, and any proposed changes to the allocation methodologies that are currently in effect on the date that Midstream Co delivers a System Plan; all such allocation methodologies shall: (A) be made by Midstream Co in a commercially reasonable manner; (B) be based upon the measurements taken and quantities determined for the applicable Month for the applicable Individual System or Facility Segment; and (C) take into account one or more of the following factors for the applicable Individual System or Facility Segment: throughput volumes, total consumption of System Fuel and Other System Fuel, System L&U, the Thermal Content of Drip Condensate, the Thermal Content of Flash Gas, the relative effort required to move the applicable product through the facilities of Midstream Co and other factors determined in good faith by Midstream Co; provided, however, that Midstream Co’s profit shall not be a component in the allocation of System L&U, System Fuel, Other System Fuel, or if applicable, Flash Gas or Drip Condensate; and provided, further, that to the extent required by a writing signed by Producer and Midstream Co that includes a waiver and indemnity from Producer to Midstream Co with respect to any and all Losses and expenses arising therefrom or related thereto, Midstream Co shall allocate, in a manner that Midstream Co determines (in its sole discretion) is commercially reasonable and able to be reasonably accurately allocated by Midstream Co on an Individual System or to a Receipt Point, as applicable, the System L&U, System Fuel, Other System Fuel, and/or Drip Condensate (but never Flash Gas), as applicable, on such Individual System or to such Receipt Point; and

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described in the previous sentences of this clause (g) may (and shall, if requested by either Party) occur on a Monthly basis, including by telephone conference. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and expansion of the Dedicated Properties and the System and shall have the opportunity to discuss and provide comments on the other Party’s plans.

(h) Scope and Purpose of Planning Tools. The Development Report and the System Plan are intended to assist Midstream Co and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. In the sole discretion of each Person serving as a Midstream Co under a Midstream Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly. To the extent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.

Section 3.2 Cancellation of Planned Wells and Planned Separator Facilities. If, whether through the delivery of an updated Development Report or otherwise, (a) Midstream Co reasonably determines (after making reasonable inquiry) that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or (b) Producer notifies Midstream Co that Producer intends to permanently abandon the drilling or installation of any Planned Well or Planned Separator Facility (the date on which such determination is made by Midstream Co, the “Cancellation Date”); and (c), as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) that (i) are incurred or committed by Midstream Co in connection with the design, procurement or construction of the Modifications or other facilities related to abandoned Planned Well or Planned Separation Facility and (ii) have not been recovered by Midstream Co from an applicable Third Party within 60 Days following the Cancellation Date (such aggregate costs and expenses, excluding Excluded Amounts, the “Cancellation Costs”) exceed $100,000, then Producer shall reimburse Midstream Co for all reasonable and documented Cancellation Costs incurred or committed by Midstream Co prior to such Cancellation Date to design, procure and construct such Modifications or other facilities.

Section 3.3 Temporary Services.

(a) Pending the completion of facilities contemplated in a System Plan or that may be required to service Wells or Separator Facilities in existence as of the Effective Date, Producer may enter into a contract with Third Party(ies) to provide services with respect to the Dedicated Production and Dedicated Properties that are anticipated to be serviced by the new, modified, or enhanced facilities if the term of such contract does not exceed six Months, and such contract may be renewed in six-Month increments until such time as Midstream Co has provided written notice to Producer that Midstream Co has completed the applicable facilities and that such facilities are ready for Service under this Agreement; provided, however, that if any such contract is in effect with respect to any Well or Separator Facility on the date that Midstream Co provides such notice to Producer, Producer will not be obligated to deliver any Product from such Well or Separator Facility to the System until the first Day of the first full Month following expiration of such contract.

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notice to Producer of the date on which Midstream Co expects to be ready, willing and able to begin providing Services to Producer no later than 45 Days prior to the expiration of the Third Party contract. In no event shall Producer be required to begin using, or resume using, as applicable, Services on a Day other than the first Day of a Month once Midstream Co is fully capable of performing the Services.

Section 3.5 Grant of Access; Real Property Rights.

(a) Producer’s Grant of Access. Producer hereby grants to Midstream Co, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, the rights of ingress and egress with respect to, and the right to access, all lands constituting Dedicated Properties for the purpose of using, maintaining, servicing, inspecting, repairing, and operating all or any portion of the applicable Individual System, including all pipelines, meters and other equipment necessary for the performance by Midstream Co of this Agreement. Such right of access shall not include any right to install, replace, disconnect, or remove all or any portion of the applicable Individual System, which rights may only be granted pursuant to a separate instrument entered into pursuant to Section 3.5(f).

(b) Producer Does Not Have Obligation to Maintain. Producer shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grant of access by Producer to Midstream Co under Section 3.5(a) is based upon, and such grant will terminate if Producer loses its rights to the applicable property, regardless of the reason for such loss of rights.

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(c) Midstream Co’s Grant of Access. Midstream Co hereby grants to Producer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, the rights of ingress and egress with respect to, and the right to access, all lands covered by the Individual System in order to exercise its rights and obligations hereunder. Such right shall not include any right to install, replace, disconnect, or remove any facilities on such lands, which rights may only be granted pursuant to a separate instrument entered into pursuant to Section 3.5(f). Producer shall release, protect, defend, indemnify and hold harmless Midstream Co Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Midstream Co or any member of Midstream Co Group directly arising from Producer’s exercise of its access rights hereunder, except to the extent such Losses are caused by the gross negligence or willful misconduct of Midstream Co Group.

(d) Midstream Co Does Not Have Obligation to Maintain. Midstream Co shall not have a duty to maintain in force and effect any underlying agreements that the grant of access by Midstream Co to Producer pursuant to this Section 3.5(d) is based upon, and such grant will terminate if Midstream Co loses its rights to the applicable property, regardless of the reason for such loss of rights.

(e) No Interference. A Party’s exercise of the rights granted to a Party by the other Party pursuant to this Section 3.5 shall not unreasonably interfere with the granting Party’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party. Each Party obtaining a right of access pursuant to this Section 3.5 shall have the status of “licensee,” except when such Party is accessing the applicable real property by way of a right-of-way, easement, or other similar real property right granted pursuant to a separate instrument.

(f) Real Property Rights. Each Party shall acquire and maintain all easements, rights of way, surface use, surface access agreements, and other real property rights from Third Parties necessary to perform its obligations hereunder. To the extent a Party has the contractual right and title to do so (including, with respect to Producer and its Affiliates, any and all rights granted under the Dedicated Properties’ oil, gas and mineral leases, mineral fee interests and other granting instruments with respect to easements, rights-of-way and other similar rights for purposes of laying, constructing, installing, maintaining, servicing, inspecting, repairing, or operating pipelines, meters and other equipment necessary for the receipt, treating, measurement, storage, gathering or transportation of Dedicated Production therefrom), such Party shall provide to the other Party the right of co-usage on the easements, sub-easements, rights of way, surface use, and other real property rights held by such Party covering lands for which the other Party requires real property rights to perform its obligations hereunder, all at no cost to the providing Party and on terms and conditions mutually acceptable to the Parties in their reasonable discretion. Where a Party does not have the contractual right to do so, such Party shall provide reasonable assistance to the other Party in obtaining the real property rights with respect to such lands as necessary or desirable to perform its obligations hereunder.

Article 4
Measurement Devices

Section 4.1 Measurement Devices.

(a) Except as provided in Section 4.1(d) below, Midstream Co shall construct, install, own, and operate (or cause to be constructed, installed and operated) the Measurement Devices located at the Measurement Points. Midstream Co may, in its discretion, construct, install, own and operate (or cause to

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be constructed, installed and operated) Measurement Devices located at or upstream of the Delivery Points or at or downstream of any Receipt Point.

(e) Producer and Midstream Co shall cause Measurement Devices owned by such Party to be constructed, installed and operated in accordance with the following depending on the type of meters used:

(i) Orifice Meters – in accordance with AGA Report No. 3, API 14.3 part 2, GPA 8185, part 2, Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Fourth Edition, April 2000.

(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas Association and API Manual of Petroleum Measurement Standard 21.1 standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7.

(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No. 9 (American Gas Association Report No. 9), dated June 1998.

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required by the preceding sentence if the Beneficiary makes a written request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 1,000 Mcf per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any Measurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement; provided that, if such Measurement Device is adjusted to record accurately (within the manufacturer’s allowance for error), then the previous readings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other period as agreed between the Parties. If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will immediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period during which an inaccurate reading is known to have occurred or such other period as agreed between the Parties. If such period is not known or agreed upon, such correction will be made for a period covering one-half (1/2) of the time elapsed since the date of the most recent test. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor.

Section 4.2 Measurement Procedures. Midstream Co shall use the Measurement Devices owned by Midstream Co (or if Midstream Co’s rights under Section 4.1(d) are exercised, then the

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Measurement Devices owned by Producer) at the Measurement Points to determine the volumes of Product passing through the Individual System for purposes of Article 6 and Article 10. Midstream Co shall cause (or if Midstream Co’s rights under Section 4.1(d) are exercised, then Producer shall cause) the measurements of the quantity and quality of all Product measured at the Measurement Points (and at each Receipt Point or Delivery Point at which measurements are taken) to be conducted in accordance with the following:

(a) The unit of volume for measurement will be one Standard Cubic Foot. Such measured volumes, converted to Mcf, will be multiplied by their Gross Heating Value per Mcf.

(f) The Gross Heating Value of the Product delivered at the Measurement Points, Receipt Points and Delivery Points (as applicable) will be determined at least quarterly by means of GPA 2172; provided, however, that when Daily deliveries of Product at any Measurement Point, Receipt Point or Delivery Point average 1,000 Mcf per Day or greater during any Month, the Gross Heating Value of the Product delivered at such Measurement Point, Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Product being metered. To the extent possible, the calibration conducted pursuant to Section 4.2(e) and the testing conducted pursuant to this Section 4.2(f) shall be conducted concurrently or at least with the same test frequency.

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(g) Other tests to determine water content, sulfur and other impurities in the Product will be conducted whenever requested by a Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear the cost of such tests only if the Product tested is determined not to be within the quality specification set forth herein or, if applicable, in the applicable Midstream Agreement Addendum. If the Product is within such quality specification, the requesting Party will bear the cost of such tests.

(a) By using the registration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,

(b) By using a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,

(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the meter was registering accurately.

Article 5
Tender, Nomination, and Gathering of Production

Section 5.1 Limitations on Service to Third Parties. The Parties acknowledge that Original Producer has dedicated and committed Dedicated Properties to this Agreement as set forth in Article 2 and is an anchor shipper with respect to Services on one or more of the Individual Systems owned or operated by Midstream Co or its Affiliates. In no event will Midstream Co grant any Person (other than Original Producer) Priority One Service on an Individual System used to provide Services to Original Producer without Original Producer’s prior written consent. Original Producer shall not be permitted to assign its Priority One Service, including through any permissible assignments described in Article 16, without Midstream Co’s prior written consent.

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and (ii) Midstream Co shall have the right to accept or reject such Tender of Product in its sole operational and commercial discretion.

Section 5.3 Services; Service Standard.

(a) Services. Subject to Section 5.3(c), Midstream Co shall (i) provide Services for all Product that is Tendered by Producer to Midstream Co at the Receipt Point(s), (ii) redeliver to Producer or for the benefit of Producer at the relevant Delivery Point (as designated by Producer) such Product with an equivalent Thermal Content and hydrocarbon constituent composition as the Product received at such Receipt Point (as may be increased by any Flash Gas delivered into the System), less the Thermal Content of Drip Condensate, less System L&U allocated to Producer in accordance with this Agreement, less such Product consumed as Other System Fuel or System Fuel allocated to Producer in accordance with this Agreement, less such Product consumed as Process Flare, and (iii) cause the System to be able to flow such Product at volumes not less than the current capacity of the System.

(b) Services Standard. Midstream Co shall own and operate the System and perform the Services in a good and workmanlike manner in accordance with standards customary in the industry.

(c) Priority of Service. Midstream Co shall cause Product delivered on the System to have the following priorities (to the extent not in violation of applicable Law):

(ii) Product delivered by a Third Party on a non-interruptible basis shall have priority service on the System over services for Product delivered to the System on an interruptible basis; and

Section 5.4 Nominations, Scheduling, Balancing and Curtailment. Nominations, scheduling, and balancing of Product available for, and interruptions and curtailment of, Services under this Agreement shall be performed in accordance with the following provisions:

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Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with the nomination procedures of the applicable Downstream Facility. Product shall be delivered by Midstream Co in accordance with confirmation by the applicable Downstream Facility of the nomination or changes to the nomination.

(b) Deliveries. Producer shall cause the Thermal Content of the volumes of Product delivered by Producer and received by Midstream Co at the Receipt Points (taken in the aggregate for any Individual System) to conform as closely as possible to the Thermal Content of the volumes nominated by Producer at the Receipt Points (taken in the aggregate for any Individual System) and shall be delivered by Producer to Midstream Co at hourly rates of flow that are, as nearly as practicable, uniform throughout the Day. Subject to Midstream Co’s operating conditions and contractual requirements, Midstream Co shall cause the Thermal Content of the volumes delivered by Midstream Co to Producer or for Producer’s account at the Delivery Points (taken in the aggregate for any Individual System) to conform as closely as possible to the Thermal Content of the volumes nominated by Producer for delivery by Midstream Co that Day at the Delivery Points (taken in the aggregate for any Individual System), less any deductions applicable to Producer for System L&U, System Fuel and Other System Fuel (and any other adjustments for Drip Condensate or Flash Gas) and any imbalance corrections, except that Midstream Co may conform the Thermal Content of the volumes it delivers at the Delivery Point to the Thermal Content of the volumes actually delivered by Producer at Midstream Co’s Receipt Points (taken in the aggregate for any Individual System) to the extent possible. Midstream Co may temporarily interrupt or curtail receipts or deliveries at any time, and from time to time in accordance with operating conditions on the applicable Individual System, in order to balance receipt or deliveries on the applicable Individual System or to correct any current or anticipated imbalances.

(d) Target Pressures.

(i) Pressure of Tendered Product. Producer shall Tender or cause to be Tendered Product to each applicable Receipt Point at sufficient pressure to enter the applicable Individual System, but not in excess of the MAOP set forth in the design documents for the applicable Individual System as shown in the applicable Midstream Agreement Addendum (which such maximum operating pressure shall be sufficient to permit such Product to enter the Individual System and the Downstream Facilities but not higher than the MAOP of the Downstream Facilities). Producer shall have the obligation to ensure that Product is prevented from entering the System at pressures in excess of such MAOP, and Midstream Co shall have the right to restrict or relieve the flow of Product into the System to protect the System from over pressuring. The Parties shall elect in a writing signed by Producer and Midstream Co whether Midstream Co shall be required to install compression. Redeliveries of Product by Midstream Co to or for the account of Producer at the applicable Delivery Points shall be at such pressures as may exist from time to time in the System at the applicable Delivery Point. Midstream Co’s obligation to redeliver Product to a given Delivery Point shall be subject to the operational limitations of the Downstream Facilities receiving such Product, including the Downstream Facility’s capacity, Product measurement capability, operating pressures and any operational balancing agreements as may be applicable.

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(ii) Maintenance of Pressure on System. Midstream Co shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating pressure of the system pressures at the Target Pressure. Except in the event of (A) Force Majeure or an event or condition downstream of the System that was not caused by Producer or Midstream Co, or (B) maintenance or repairs that result in a suspension, shutdown or curtailment as specified in Section 5.5, if, during any Month, (1) the Daily arithmetic average operating pressure of an Individual System exceeds the Target Pressure for such Individual System, (2) such increase is not a result of Producer’s production exceeding the production forecast in the applicable Development Report, and (3) Midstream Co has sufficient production data available to confirm that the increased pressure is not a result of Producer’s production exceeding such production forecast, the Individual Fee with respect to such Individual System used to calculate the amounts owed for such Month under Section 6.1(i)(y) shall be reduced by the reduction percentage corresponding to the applicable Pressure Overage Percentage on the chart on Exhibit D.

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(i) Cash-out Price. The “Cash-out Price” to be used for the imbalance cash out described in Section 5.4(h) above shall be determined as follows:

(i) for imbalances arising from Product deliveries at Receipt Points located in Colorado: the average, for the 30 Days immediately preceding the last Day of the applicable production Month, of the price point “Colorado Interstate Gas Company, Rockies” as published in Platt’s Gas Daily and shown in the table “Daily Price Survey”; and

(j) Penalties Regarding Imbalances. As between the Parties, Producer shall be responsible for and shall bear any penalties imposed or assessed by Downstream Facilities for imbalances in receipts or deliveries with respect to Producer’s Product (except to the extent an imbalance in receipts or deliveries is caused by Midstream Co’s use of Other System Fuel).

Section 5.5 Suspension/Shutdown of Service.

(a) Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because providing Services hereunder has become uneconomic as further described in Section 13.2, Midstream Co may interrupt or curtail receipts of Producer’s Product, provided that any such interruption or curtailment of Original Producer’s volumes must be done in accordance with the priority provisions in Section 5.3(c). In such cases, Midstream Co shall have no liability to Producer (subject to Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the negligence, gross negligence or willful misconduct of Midstream Co. If Midstream Co is required to so interrupt or curtail receipts of Product, Midstream Co will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within 24 hours after the occurrence of such event.

(b) Planned Curtailments and Interruptions.

(ii) Midstream Co shall provide Producer (x) with 30 Days prior notice of any upcoming normal and routine maintenance, repair and modification projects that Midstream Co has planned that would result in a curtailment or interruption of Producer’s deliveries and the estimated time period for such curtailment or interruption and (y) with six Months prior notice of any maintenance (A) of which Midstream Co has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of Producer’s deliveries for five or more consecutive Days.

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Section 5.6 Marketing and Transportation. As between the Parties, Producer shall be solely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Product. Midstream Co shall have no liability for any operations or activities upstream or downstream of the Individual System.

Article 6
Fees

Section 6.1 Fees. Producer shall pay Midstream Co each Month in accordance with the terms of this Agreement for all Services provided by Midstream Co with respect to Dedicated Production received by Midstream Co from Producer or for Producer’s account during such Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the aggregate quantity of such Product (reduced by any Product burned as Process Flare), stated in MMBtu, received by Midstream Co from Producer or for Producer’s account at the applicable Receipt Point for such Product within the applicable Individual System during such Month, multiplied by (y) the applicable Individual Fee, and (ii) an amount equal to Producer’s allocated portion of the actual costs incurred by Midstream Co for electricity required to provide Services, such allocation to be based upon the aggregate quantities of Product received by Midstream Co.

Section 6.2 Fee Adjustments.

(a) Redetermination.

(i) Redetermination Proposal. Between November 1 and December 31 of any Year, Midstream Co shall prepare and deliver to Producer for its review and comment a written proposal (each, a “Redetermination Proposal”) to redetermine each Individual Fee (unless the Parties mutually agree not to redetermine any particular Individual Fee) in accordance with this Section 6.2(a). Each Redetermination Proposal shall include relevant supporting documentation based upon the latest updated Development Report and System Plan and shall take into account future items including projected production volumes, operating revenue projections, and budgeted amounts for capital expenditures and all estimated operating expenses that Midstream Co believes will be necessary to provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by the Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of such Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee.

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(ii) Midstream Co may curtail up to 7% of the volume of Producer’s Dedicated Production that is less than or equal to the capacity for the Individual System as set forth in the applicable System Plan for an Individual System (and there shall be no limit on curtailment of any volumes over the capacity as set forth in the applicable System Plan) (such 7% allowance, the “Curtailment Allowance”).

Curtailment Percentage (expressed as a percentage) =

(1 – [ (A / B) / C ] ) x ( B / D ), where

B = the number of Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month;

C = (expressed as a number) the (i) average Daily volume (in MMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System during the most recently ended 7-Day period that had zero Downtime Events (as described in Section 6.2(c)(i)(B)) prior to such Month plus (ii) for any new Planned Wells (A) that had an On-Line Deadline during the Downtime Event, (B) were not released pursuant to Section 2.4 and (C) but for the Downtime Event, would be ready to flow Dedicated Production, the volumes estimated by Original Producer in the Development Report for such curtailed or shut in Planned Wells; and

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D = the number of Days during such Month;

provided that, for illustrative purposes only: if A = 10,000, B = 10, C = 4,000, and D = 30, then the Curtailment Percentage for such Month would be 25%:

= (1 – [ (10,000 / 10) / 4,000] ) x (10 / 30)

= (1 – [ 1,000 / 4,000 ]) x 0.333

= (1-0.25) x 0.333

= 0.75 x 0.333

= 0.25 expressed as 25%

(d) Reinjection Volumes and Buy-Back. Midstream Co shall ensure that the volumes on which a fee is charged (which would typically be the volumes measured at the applicable Measurement Point) shall not include the volumes used by or returned to Producer for use in connection with Producer’s lease operations (including Producer’s reservoir pressure maintenance operations) and water treatment facility operations. For the avoidance of doubt, Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable Individual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation.

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(ii) If, during any Month, System L&U on an Individual System exceeds 2.00% of either energy or volumes of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Midstream Co will, for the respective Individual System, obtain updated test data from the Measurement Points in the applicable Individual System and conduct a field-wide (on an Individual System basis) meter inspection and calibration followed by an updated balance. If Midstream Co determines that a repair to the Individual System is needed to reduce the System L&U below 2.00%, Midstream Co shall undertake such repairs in a commercially reasonable manner and as soon after making such determination as is commercially reasonable.

(iii) Midstream Co shall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance.

Article 7
Quality and Pressure Specifications

Section 7.1 Quality Specifications.

(a) Subject to Section 7.2, Producer shall cause all Product delivered at the Receipt Points to Midstream Co to meet the quality specifications set forth below at a base pressure of 14.73 Psia and at a base temperature of 60 degrees Fahrenheit (60F), except with respect to any Individual System for which different quality specifications are set forth in the applicable Midstream Agreement Addendum, such specifications that are set out in the applicable Midstream Agreement Addendum shall control. Such Product shall (i) be commercially free of all objectionable dust or other solid or liquid or gaseous matters that might interfere with its merchantability or cause injury to or interference with proper operations of any of the facilities constituting such Individual System or the System through which the Product flows; (ii) not contain more than five parts per million of hydrogen sulfide; (iii) not contain more than five grains of total sulfur per 100 Cubic Feet; (iv) not contain more than one grain mercaptans per 100 Cubic Feet; (v) not contain more than 2% by volume of carbon dioxide or more than 3% by volume of gases; (vi) not contain more than 40 parts per million of oxygen; (vii) contain a Gross Heating Value of not less than 1,200 Btu per Cubic Foot at the Receipt Points; and (viii) be at temperatures above 20 degrees Fahrenheit (20ºF) but shall not exceed 120 degrees Fahrenheit (120ºF).

(b) If Producer’s Product delivered to the Receipt Points complies with such quality specifications or, after blending in accordance with Section 7.2(b), otherwise complies with such

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specifications, then all Product redelivered at the Delivery Points by Midstream Co to Producer shall meet the quality specifications applicable at the relevant Delivery Points. Midstream Co may commingle Product received into the Individual System with other Product shipments and, subject to Midstream Co’s obligation to redeliver to Producer at the Delivery Points Product that satisfies the applicable quality specifications of the Delivery Points, (i) such Product shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, (ii) Midstream Co shall have no other obligation to Producer associated with changes in quality of Product as the result of such commingling, and (iii) Midstream Co shall have the right to change the quality specifications to comply with any changes in the Downstream Facility specifications.

Section 7.2 Failure to Meet Specifications.

Section 7.3 Indemnification Regarding Quality. PRODUCER SHALL RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS MIDSTREAM CO GROUP FROM AND AGAINST ALL LOSSES DIRECTLY OR INDIRECTLY ARISING OUT OF, IN CONNECTION WITH OR IN ANY MANNER ATTRIBUTABLE TO THE FAILURE OF THE PRODUCT DELIVERED BY PRODUCER TO THE INDIVIDUAL SYSTEM TO MEET THE QUALITY SPECIFICATIONS SET FORTH HEREIN, INCLUDING DISPOSAL COSTS, DAMAGE TO OR SUSTAINED BY THE INDIVIDUAL SYSTEM (INCLUDING THE EQUIPMENT AND COMPONENT PARTS), COSTS EXPENDED BY MIDSTREAM CO OR ANY OF ITS AFFILIATES TO RETURN THE INDIVIDUAL SYSTEM AND RELATED FACILITIES TO SERVICES, CLAIMS OF OTHER PRODUCERS ON THE INDIVIDUAL SYSTEM, CLAIMS OF OWNERS OF ALL DOWNSTREAM FACILITIES AND CLAIMS OF ALL PERSONS WHO ULTIMATELY USE THE NON-CONFORMING PRODUCT DELIVERED BY PRODUCER AND THE COSTS OF ALL REGULATORY OR JURISDICTIONAL PROCEEDINGS.

Article 8
Term

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Section 8.1 Term. The term of this Agreement commenced on January 1, 2015 (or if another date is set forth in the applicable Agreement Addendum, the date specified in the applicable Agreement Addendum), and this Agreement shall remain in effect until January 1, 2030 (or if another date is set forth in the applicable Agreement Addendum, the date specified in the applicable Agreement Addendum) (the “Initial Term”) and thereafter on a Year to Year basis until terminated by Midstream Co or Producer effective upon the expiration of the Initial Term or the expiration of any Year thereafter upon notice no less than 365 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such period of time, the “Term”). Notwithstanding the foregoing, with respect to the OpCo Agreement Addendum only, this Agreement shall continue for so long as any Original Midstream Co remains a Party under any Midstream Agreement Addendum then in effect and shall automatically terminate at such time as no Original Midstream Co remains a Party to any Midstream Agreement Addendum.

Section 8.2 Effect of Termination or Expiration of the Term. Upon the termination of the Term, this Agreement shall forthwith become void and the Parties and OpCo shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party or OpCo from any expense, liability or other obligation or remedy therefor that has accrued or attached prior to the date of such termination, (b) the provisions of Section 2.4(d), Section 3.5, Article 6, Section 7.3, this Section 8.2, Section 9.1, Article 10 (other than Section 10.4), Section 11.3, Article 15 and Section 17.1 through Section 17.10 shall survive such termination and remain in full force and effect indefinitely, and (c) Section 10.4 and Section 17.11 shall survive such termination and remain in full force and effect for the period of time specified in such Sections.

Article 9
Title and Custody

Article 10
Billing and Payment

Section 10.1 Statements.

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(d) Monthly Loss/ Gain Report. For each Invoice Month, Midstream Co shall deliver a Monthly Loss/ Gain Report to Producer on or before the close of business on the third Business Day following the later of (i) the end of such Invoice Month, or (ii) the Day on which Producer has delivered all data reasonably required by Midstream Co to generate such Monthly Loss/Gain Report with respect to such Invoice Month. If Midstream Co elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.

Section 10.2 Payments.

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dispute, any required payment shall be made within 15 Days after such resolution, and, if such amount shall be paid to Midstream Co, such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.

Section 10.3 Adequate Assurances. If (a) Producer fails to pay according to the provisions hereof and such failure continues for a period of five Business Days after written notice of such failure is provided to Producer, (b) Producer is not the Original Producer, or (c) Midstream Co has reasonable grounds for insecurity regarding the performance by Producer of any obligation under this Agreement, then Midstream Co, by notice to Producer, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from Producer. “Adequate Assurance of Performance” means, at the option of Producer, any of the following, (x) advance payment in cash by Producer to Midstream Co for Services to be provided under this Agreement in the following Month or (y) delivery to Midstream Co by Producer of an irrevocable standby letter of credit or a performance bond, in form and substance reasonably acceptable to Midstream Co, issued by a Credit-Worthy Person, in an amount equal to not less than the aggregate proceeds due from Producer under Section 10.1 for the prior two-Month period. Promptly following the termination of the condition giving rise to Midstream Co’s reasonable grounds for insecurity or payment in full of amounts outstanding, as applicable, Midstream Co shall release to Producer the cash, letter of credit, bond or other assurance provided by Producer (including any accumulated interest, if applicable, and less any amounts actually applied to cover Producer’s obligations hereunder).

Article 11
Remedies

Section 11.1 Suspension of Performance; Temporary Release from Dedication.

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amounts received under such sale to Producer or (z) reduce the Services Fee due from Producer to Midstream Co for the following Month by the amount of such excess.

Section 11.3 DIRECT DAMAGES. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

Article 12
Force Majeure

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contrary, no Party shall be relieved from any indemnification obligation or any obligation to make payments, as the result of Force Majeure, regardless of which Party is affected; provided further that if the Force Majeure impacts only a particular Facility Segment or Individual System, then the suspension of obligations described in this sentence shall apply only to the applicable Facility Segment or Individual System and not to the obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.

Article 13
Change in Law; Uneconomic Service

Section 13.1 Changes in Applicable Law.

(c) Producer and Midstream Co shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new interpretations of existing Laws.

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Section 13.2 Unprofitable Operations and Rights of Termination.

(a) Cessation of Services. If, in the sole discretion of Midstream Co, (x) the gathering of Product from any Wells, Separator Facilities or Receipt Points, (y) the delivery of Product to any Delivery Points or (z) the provision of any other Services under this Agreement, is or becomes uneconomical due to its volume, quality, or for any other cause, then Midstream Co shall not be obligated to provide the applicable Services so long as such condition exists.

(i) If Midstream Co suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Midstream Co may resume providing such Services at any time, upon two Months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Spacing Units, Dedicated Properties and Dedicated Production shall only be permanently released as a result of suspension under this clause (i) by mutual agreement of the Parties under Section 2.4(a)(iii).

(ii) If Midstream Co suspends Services under this Section 13.2(a) for any reason other than as specified in clause (i) above and (x) such suspension continues for six consecutive Months or (y) Midstream Co delivers notice to Producer that such suspension shall be permanent, then the applicable Wells, Separator Facilities, Receipt Points, Spacing Units, and Dedicated Production shall be permanently released as specified in Section 2.4(a)(viii).

(i) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(b) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would connect the Individual System to the Planned Well or Planned Separator Facility and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the connection of the Individual System to such Planned Well or Planned Separator Facility and such connection shall be governed by Section 3.1. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.

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election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the connection of the Individual System to such Planned Well or Planned Separator Facility, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such connection shall otherwise be governed by Section 3.1. Beginning on the first Day Midstream Co receives Dedicated Production tendered by Original Producer from any Well or Separator Facility connected in accordance with this clause (ii), then the Individual Fee paid on the Product received from the applicable Well or Separator Facility will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

(i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(vii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e).

(ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1 hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e):

(A)

(B)

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Production in the Development Report and comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1. Beginning on the first Day Midstream Co receives Dedicated Production tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

(d) Start of Suspension of Services. Midstream Co shall cause any suspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day.

Article 14
Regulatory Status

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Article 15
Indemnification and Insurance

Section 15.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in Section 3.5 and Section 7.3:

(a) Producer Indemnification. Producer shall release, protect, defend, indemnify and hold harmless Midstream Co Group from and against all Losses directly or indirectly arising out of or in connection with bodily injury, death, illness, disease, or loss or damage to property of Producer or any member of Producer Group in any way arising out of or relating to this Agreement, directly or indirectly. THIS RELEASE, DEFENSE AND INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF FAULT OF MIDSTREAM CO GROUP OR ANY OTHER PERSONS.

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COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT LIABILITY, OR OTHER FAULT, OF ANY MEMBER OF MIDSTREAM CO GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION.

Section 15.4 Insurance. Midstream Co and Producer shall (a) carry and maintain no less than the insurance coverage set forth in Exhibit B, and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s indemnification obligations hereunder, and (ii) written and endorsed to include waivers of all subrogation rights of the insurers against Midstream Co and its Group (in the case of Producer’s insurance) or Producer and its Group (in the case of Midstream Co’s insurance). Unless Producer is Original Producer, Producer shall also cause the insurance carried and maintained by it pursuant to this Section 15.4 to be endorsed to name Midstream Co and its Group as additional insureds or provide blanket additional insured status that covers Midstream Co and its Group as additional insureds, except in the case of worker’s compensation insurance. Any insurance provided by OpCo on behalf of Midstream Co that comports with this Section 15.4 shall be deemed to satisfy these requirements.

Article 16
Assignment

Section 16.1 Assignment of Rights and Obligations under this Agreement.

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counties in which the Dedication Area is located, (B) such assignment is made subject to this Agreement, (C) if such assignment or transfer is made to an Affiliate of Producer, the Original Producer shall not be released from any of its obligations under this Agreement, and (D) if such transfer or assignment is to a Producer Assignee (a “Third Party Assignment”): (1) the Original Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred, (2) at least thirty (30) Days prior to the closing date of the Third Party Assignment (or, if the period between signing and closing is less than thirty (30) Days, as early as possible and in no event less than two Business Days prior to the closing of the Third Party Assignment), Producer shall cause the proposed Producer Assignee to deliver an updated Development Report to Midstream Co and (3) prior to or on the closing date of the Third Party Assignment, the Producer Assignee shall deliver to Midstream Co (x) a copy of the writing pursuant to which the Third Party Assignment is occurring, and (y) documentation of any Conflicting Dedication affecting any Product of the Producer Assignee that would otherwise be considered Dedicated Production.

Section 16.2 Pre-Approved Assignments.

(i) Where such Transfer is an exchange of Net Acres of undeveloped Dedicated Properties (the “Outbound Acreage”) for equivalent Net Acres of properties of a Third Party located in the Dedication Area, which such properties become subject to the Dedication under this Agreement (the “Inbound Acreage”), as determined by Original Producer in good faith taking into account (v) the number of Net Acres in the Outbound Acreage compared to the Inbound Acreage (which must be within plus or minus 10%), (w) the location and proximity to of the Inbound Acreage to an Individual System, including anticipated costs and expenses to install, build, construct or otherwise place into service infrastructure for the Outbound Acreage compared to the Inbound Acreage (x) the production reserves, development plan and timing to bring such production online of the Outbound Acreage compared to the Inbound Acreage, (y) the value of the Outbound Acreage vs. the Inbound Acreage (disregarding any benefit that is expected to accrue to Original Producer and its Affiliates,

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but including any value that Midstream Co could reasonably be expected to gain through the Proposed Transaction), and (z) such other operational and financial considerations as would be taken in similar transactions in accordance with generally accepted industry practice (including by way of accelerating volumes to be gathered by Midstream Co and whether Original Producer is trading non-operated acreage for operated acreage); then:

(A)


(B)	The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;


(C)	Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and

(D)

Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct or otherwise place into service infrastructure for the Outbound Acreage, so long as Midstream Co had informed Producer of its intention to install, build, construct or otherwise place into service the applicable infrastructure by inclusion of same in a System Plan delivered prior to the closing of the applicable Transfer.

(ii) Reserved.

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of Section 16.2(b) above, then, subject to such satisfaction of the applicable requirements of Section 16.2(b) above, Producer and/or its Affiliate (as applicable) shall be entitled to a permanent release from the Dedications of its relevant interests in the Dedicated Properties and the production attributable thereto, effective as of the closing of the Proposed Transaction. If Producer or its Affiliate is entitled to a release from the Dedications pursuant to this Section 16.2, Midstream Co shall, within 10 Days following Producer’s written request, execute and deliver to Producer a release agreement, reasonably acceptable to all Parties and in recordable form, that reflects such release from the Dedications. If the Proposed Transaction does not occur within 120 Days of the satisfaction of the requirements of this Section 16.2, Producer or its Affiliate will not consummate the Proposed Transaction without again complying with this Section 16.2.

Section 16.3 Change of Control. Except as provided in Section 16.1, nothing in this Article 16 shall prevent Producer’s members or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Producer and nothing in this Article 16 shall prevent Midstream Co’s members or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Midstream Co. However, if a change of control of a Party gives rise to a reasonable basis for insecurity on the part of the other Party, such change of control may be the basis for a request of Adequate Assurance of Performance. Each member or owner of Producer or Midstream Co, as applicable, shall have the right to assign and transfer such member’s or owner’s interests (whether equity or otherwise and whether in whole or in part) in Producer or Midstream Co, as applicable, without restriction contained in this Agreement.

Article 17
Other Provisions

Section 17.1 Relationship of the Parties. The execution and delivery of an Agreement Addendum shall create a binding agreement between the Parties signatory thereto or, in the case of the OpCo Agreement Addendum, the Producer signatory thereto and OpCo, consisting of the terms set forth in such Agreement Addendum together with the terms set forth in these Agreement Terms and Conditions. The signatories of one Agreement Addendum shall not be bound to or otherwise in privity of contract with the signatories of any other Agreement Addendum, and the execution and delivery of each Agreement Addendum shall form a separate and distinct contract. This Agreement shall not be deemed or construed to create, a partnership, joint venture or association or a trust between or among Producer, Midstream Co, and OpCo or the Persons party to any other Agreement Addendum. This Agreement shall not be deemed or construed to authorize any Party or OpCo to act as an agent, servant or employee for any other Party or OpCo for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties and OpCo shall not be considered fiduciaries.

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by the addressee upon delivery by overnight courier or United States Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if transmitted during normal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their contact information for notice by giving notice to the other Party and, in the case of Producer, OpCo in the manner provided in this Section 17.2.

Section 17.3 Entire Agreement; Conflicts. This Agreement (consisting of these Agreement Terms and Conditions and the applicable Agreement Addendum) constitutes the entire agreement of Producer and Midstream Co or OpCo (as applicable) pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of Producer and Midstream Co or OpCo (as applicable) pertaining to the subject matter hereof. There are no warranties, representations, or other agreements between Producer and Midstream Co or OpCo (as applicable) relating to the subject matter hereof except as specifically set forth in this Agreement, including the exhibits hereto, and no Party or OpCo shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.

Section 17.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Person waiving compliance. No course of dealing on the part of any Party or OpCo, or their respective officers, employees, agents, or representatives, nor any failure by a Party or OpCo to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party or OpCo at a later time to enforce the performance of such provision. No waiver by any Party or OpCo of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of Producer, Midstream Co, and OpCo (as applicable) under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

Section 17.5 Amendment.

(a) This Agreement may be amended only by an instrument in writing executed (except as otherwise set forth in this Section 17.5) by Producer and Midstream Co or OpCo, as applicable, and expressly identified as an amendment or modification.

Section 17.6 Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the Laws of the State, excluding any conflicts of Law rule or principle that might refer construction of such provisions to the Laws of another jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration then in effect (the “Rules”) by a sole arbitrator appointed in accordance with the Rules. The arbitrator is not empowered to award consequential, indirect, special, punitive or exemplary damages, and each Party and OpCo irrevocably waives any damages in excess of actual damages. Arbitration shall be held in the English language in the State, and the decision of the arbitration panel shall include a statement of the reasons for such decision, and the award shall be final and binding on Producer and Midstream Co or OpCo, as applicable. Awards shall be final and binding on Producer

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and Midstream Co or OpCo, as applicable, from the date they are made and judgment upon any award may be entered in any court having jurisdiction. The arbitrator shall apply the Laws of the State, excluding any conflicts of Law rule or principle that might refer construction of such provisions to the Laws of another jurisdiction.

Section 17.7 Parties in Interest. Except for parties indemnified hereunder, nothing in this Agreement shall entitle any Person other than the Parties and OpCo to any claim, cause of action, remedy or right of any kind.

Section 17.8 Preparation of Agreement. The Parties and OpCo and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.

Section 17.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party or OpCo. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, Producer and Midstream Co or OpCo, as applicable, shall negotiate in good faith to modify this Agreement so as to effect the original intent of Producer and Midstream Co or OpCo, as applicable, as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. A ruling of invalidity, illegality or unenforceability as to one Agreement shall only be applicable to that Agreement, not all the Agreements covered by these Agreement Terms and Conditions.

Section 17.10 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party or OpCo by electronic mail shall be deemed an original signature hereto; provided that the originals of any such electronically provided signatures shall be provided by the signatory, if requested by the other Party (or OpCo) within a week of exchanging such signatures.

Section 17.11 Confidentiality. All data and information exchanged by the Parties and OpCo (other than the terms and conditions of this Agreement) and all pricing terms shall be maintained in strict and absolute confidence and no Party nor OpCo shall disclose, without the prior consent of the other Parties and OpCo, any such data, information or pricing terms unless the release thereof is required by Law (including any requirement associated with an elective filing with a Governmental Authority) or the rules or regulations of any stock exchange on which any securities of the Parties, OpCo, or any Affiliates thereof are traded. Nothing in this Agreement shall prohibit the Parties or OpCo from disclosing whatever information in such manner as may be required by applicable Law; nor shall any Party or OpCo be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to a Party, OpCo, or to any Person proposing to purchase the equity in any Party or OpCo or the assets owned by any Party or OpCo. Notwithstanding the foregoing, the restrictions in this Section 17.11 will not apply to data or information that (i) is in the possession of the Person receiving such information prior to disclosure by the other Party or OpCo, (ii) is or becomes known to the public other than as a result of a breach of this Agreement or (iii) becomes available to a Party or OpCo a non-confidential basis from a source other than the other Party or OpCo, provided that such source is not bound by a confidentiality agreement with, or other fiduciary obligations of confidentiality to, the other Party or OpCo. This Section will survive any termination of this Agreement for a period of 24 Months from the end of the Year in which the date of such termination occurred.

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Gas Gathering Agreement

(End of Agreement Terms and Conditions)

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Third Amended and Restated

Gas Gathering Agreement

IN WITNESS WHEREOF, the Parties have caused these Agreement Terms and Conditions to be executed as of the T&C Effective Date.

On behalf of each Midstream Co:



NOBLE MIDSTREAM PARTNERS LP
By: Noble Midstream GP LLC, its general partner

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

On behalf of each Producer:



NOBLE ENERGY, INC.

By: /s/ Aaron G. Carlson
Name: Title:	Aaron G. Carlson Vice President

OpCo:



NOBLE MIDSTREAM SERVICES, LLC

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to the Third Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services]

Exhibit 10.8.9

THIRD AMENDED AND RESTATED
PRODUCED WATER SERVICES AGREEMENT

consisting of the

THIRD AMENDED AND RESTATED
AGREEMENT TERMS AND CONDITIONS RELATING TO
PRODUCED WATER SERVICES

taken together with an applicable

AGREEMENT ADDENDUM

that references these Agreement Terms and Conditions

now or in the future effective

TABLE OF CONTENTS



		PAGE
ARTICLE 1 DEFINITIONS		2

Section 1.1	Definitions	2
Section 1.2	Other Terms	13
Section 1.3	References and Rules of Construction	13

ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION		14

Section 2.1	Producer’s Dedications	14
Section 2.2	Conflicting Dedications	14
Section 2.3	Producer’s Reservation	15
Section 2.4	Releases from Dedication	15
Section 2.5	Covenants Running with the Land	18
Section 2.6	Recording of Agreement	18

ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS		18

Section 3.1	Development Report; System Plan; Meetings	18
Section 3.2	Expansion of System and Connection of Separator Facilities	22
Section 3.3	Temporary Services	23
Section 3.4	Cooperation	23
Section 3.5	Grant of Access; Real Property Rights	24

ARTICLE 4 MEASUREMENT DEVICES		25

Section 4.1	Measurement Devices	25
Section 4.2	Measurement Procedures	27
Section 4.3	Product Meter Adjustments	28

ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION		28

Section 5.1	Limitations on Service to Third Parties	28
Section 5.2	Tender of Dedicated Production	28
Section 5.3	Services; Service Standard	29
Section 5.4	Designation of Recycling or Disposal, Nominations, Scheduling, and Curtailment	30
Section 5.5	Suspension/Shutdown of Service	30

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Third Amended and Restated
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ARTICLE 6 FEES		31

Section 6.1	Fees	31
Section 6.2	Fee Adjustments	31
Section 6.3	Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters	32

ARTICLE 7 QUALITY SPECIFICATIONS		34

Section 7.1	Quality Specification	34
Section 7.2	Failure to Meet Specifications	34
Section 7.3	Indemnification Regarding Quality	35

ARTICLE 8 TERM		35

Section 8.1	Term	35
Section 8.2	Effect of Termination or Expiration of the Term	35

ARTICLE 9 TITLE AND CUSTODY		36

Section 9.1	Title	36
Section 9.2	Custody	36

ARTICLE 10 BILLING AND PAYMENT		36

Section 10.1	Statements	36
Section 10.2	Payments	37
Section 10.3	Adequate Assurances	37
Section 10.4	Audit	38

ARTICLE 11 REMEDIES		38

Section 11.1	Suspension of Performance; Temporary Release from Dedication	38
Section 11.2	No Election	39
Section 11.3	DIRECT DAMAGES	39

ARTICLE 12 FORCE MAJEURE		39

Section 12.1	Force Majeure	39
Section 12.2	Extension Due to Force Majeure	40

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Third Amended and Restated
Produced Water Services Agreement



ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE		40

Section 13.1	Changes in Applicable Law	40
Section 13.2	Unprofitable Operations and Rights of Termination	41

Article 14 RESERVED		44

ARTICLE 15 INDEMNIFICATION AND INSURANCE		44

Section 15.1	Reciprocal Indemnity	44
Section 15.2	Indemnification Regarding Third Parties	45
Section 15.3	Penalties	45
Section 15.4	Insurance	45

ARTICLE 16 ASSIGNMENT		45

Section 16.1	Assignment of Rights and Obligations under this Agreement	45
Section 16.2	Pre-Approved Assignments	46
Section 16.3	Change of Control	48

ARTICLE 17 OTHER PROVISIONS		48

Section 17.1	Relationship of the Parties	48
Section 17.2	Notices	49
Section 17.3	Entire Agreement; Conflicts	49
Section 17.4	Waivers; Rights Cumulative	49
Section 17.5	Amendment	50
Section 17.6	Governing Law; Arbitration	50
Section 17.7	Parties in Interest	50
Section 17.8	Preparation of Agreement	50
Section 17.9	Severability	50
Section 17.10	Counterparts	51
Section 17.11	Confidentiality	51


	EXHIBITS
EXHIBIT A	SERVICE AREA
EXHIBIT B	INSURANCE
EXHIBIT C	RESERVED
EXHIBIT D	FORM OF RECORDING MEMORANDUM

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Third Amended and Restated
Produced Water Services Agreement

THIRD AMENDED AND RESTATED
AGREEMENT TERMS AND CONDITIONS RELATING TO
PRODUCED WATER SERVICES

These THIRD AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES (these “Agreement Terms and Conditions”) are dated as of November 14, 2019 (the “T&C Effective Date”) and (i) shall be effective with respect to each Agreement Addendum to which these Agreement Terms and Conditions are incorporated into and made a part, and shall replace and supersede any previous Agreement Terms and Conditions as of the T&C Effective Date, (ii) shall apply to any subsequently executed Agreement Addendum entered into by any Producer and any Midstream Co. expressly referencing and incorporating these Agreement Terms and Conditions, and (iii) taken together with each such existing or future Agreement Addendum shall constitute, in each case, a single Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.

Recitals:


A.	Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Service Area (defined below) that require services related to the Product (defined below).


B.	Producer wishes to obtain such services from each Midstream Co (defined below) that executes and delivers a Midstream Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.


C.	Producer desires to dedicate all produced water it Controls (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below).


D.	Each Midstream Co that executes and delivers a Midstream Agreement Addendum owns and operates an Individual System, which gathers Product that is produced together with Producer’s Crude Oil produced from certain oil and gas leases and other interests.


E.	OpCo (defined below) owns, directly or indirectly, the Controlling equity interests in each Original Midstream Co (defined below) and intends to assist all of the Original Midstream Cos to, collectively, provide all of the Services (defined below) required by Producer hereunder, as provided in the OpCo Agreement Addendum (defined below).

Agreements:

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Third Amended and Restated
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Article 1

Definitions

Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

“Adequate Assurance of Performance” has the meaning given to it in Section 10.3.

“Adjustment Year” has the meaning given to it in Section 6.2(a)(ii).

“Agreement” means the applicable Agreement Addendum taken together with these Agreement Terms and Conditions, as modified by such Agreement Addendum.

“Agreement Addendum” means each Midstream Agreement Addendum and OpCo Agreement Addendum. “Agreement Addenda” shall be the collective reference to each Agreement Addendum then in effect.

“Agreement Terms and Conditions” has the meaning given to it in the introductory paragraph.

“API” means American Petroleum Institute.

“Associated Water” means water that is produced with Crude Oil Controlled by Producer and delivered with such Crude Oil to the Crude Oil Gathering System, which will be separated prior to redelivery of such Crude Oil to Producer. Following separation from Crude Oil and delivery into the System, such water shall cease to be Associated Water and shall be deemed Product.

“Barrel” means a quantity consisting of forty-two Gallons.

“Beneficiary” has the meaning given to it in Section 4.1(g).

“Business Day” means a Day (other than a Saturday or Sunday) on which federal reserve banks are open for business.

“Cancellation Costs” has the meaning given to it in Section 3.2.

“Cancellation Date” has the meaning given to it in Section 3.2.

“Claiming Party” has the meaning given to it in the definition of “Force Majeure”.

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Third Amended and Restated
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“Communications” has the meaning given to it in Section 17.2.

“Completed Connection” has the meaning given to it in Section 3.1(d).

“Conditional Amount” has the meaning set forth in Section 10.1(a).

“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires (i) Producer’s owned or Controlled Product to be trucked from or sold to a Third Party at the lease or gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area or (ii) Producer to utilize a Third Party for any other Services covered by this Agreement. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under such dedication is to deliver Product from a Delivery Point specified herein. A right of first refusal in favor of an entity other than Original Producer, OpCo, or any of their Affiliates shall be deemed to be a “Conflicting Dedication” if Affiliates of Original Producer are prohibited from providing Services pursuant to the applicable agreement creating such right of first refusal.

“Control” (including the term “Controlled”) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Product, such Product produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to recycle or otherwise dispose of such Product and Producer elects or is obligated to recycle or otherwise dispose of such Product on behalf of the applicable Third Party or Affiliate.

“Crude Oil” means crude oil produced from oil or gas wells in the Dedication Area and Controlled by Producer, in its natural form, which may include Associated Water naturally produced therewith.

“Crude Oil Gathering System” means the Crude Oil gathering system used to provide Crude Oil gathering services to Producer.

“Crude Recovery Costs” has the meaning given to it in Section 6.3(b).

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Third Amended and Restated
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“Dedicated Production” means (a) Product owned by Producer and produced from the Dedicated Properties, (b) Product owned by an Affiliate of Producer and produced from a Well operated by Producer within the Dedication Area, and (c) Product produced within the Dedication Area that is owned by a Third Party and under the Control of Producer. Notwithstanding the foregoing, (i) any Product that is temporarily released pursuant to the Releases of Dedication shall not be included in this definition of “Dedicated Production”, (ii) any Product that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Production” immediately upon the effectiveness of such permanent release, and (iii) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any Product that is so assigned shall cease to be included in X’s “Dedicated Production” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedicated Production” as of the effective date of such assignment.

“Dedicated Properties” means the interests held by Producer or its Affiliates in the oil and gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, (a) any interest that is or was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedicated Properties” for the duration of such temporary release, (b) any interest that is or was permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of “Dedicated Properties” immediately upon the effectiveness of such permanent release, and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any interest that is so assigned shall cease to be included in X’s “Dedicated Properties” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedicated Properties” as of the effective date of such assignment.

“Dedications” means the Product Dedication and the Real Property Dedication together, and “Dedication” means the Product Dedication or the Real Property Dedication, as applicable.

“Dedication Area” means, with respect to this Agreement, the area described on the applicable Midstream Agreement Addendum. Notwithstanding the foregoing, (a) any acreage that is or was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedication Area” for the duration of such temporary release, (b) any acreage that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedication Area” immediately upon the effectiveness of such permanent release and, (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s “Dedication Area” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedication Area” as of the effective date of such assignment.

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Third Amended and Restated
Produced Water Services Agreement

become Delivery Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.

“Development Report” has the meaning given to it in Section 3.1(a).

“Downstream Facility” means the disposal system into which Product is delivered at a Delivery Point or, with respect to Product that is cleaned, treated or otherwise recycled hereunder, any storage facility or pipeline, in either case, downstream of the applicable Delivery Point.

“Drip Condensate” means that portion of Gas Controlled by Producer received into the Gas System (without manual separation or injection) that condenses in, and is recovered from, the Gas System as a liquid.

“Effective Date” has the meaning given to it in the applicable Agreement Addendum.

“Escalation Percentage” means 102.50%.

“Facility Expansion” means the expansion of an existing facility or pipeline, or construction of a new facility or pipeline, which is utilized by more than one Well or Planned Well.

“First Development Report” means the first report delivered by Original Producer to Midstream Co that satisfies the requirements for a Development Report in Section 3.1(a) and Section 3.1(b) (an “Original Report”); and in the event that Producer assigns all or any part of the Dedicated Properties to a Producer Assignee, then with respect to such Producer Assignee, the First Development Report shall not refer to the Original Report but rather to the first Development Report delivered by such Producer Assignee to Midstream Co that satisfies the requirements for such report in Section 3.1(a) and Section 3.1(b).

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Third Amended and Restated
Produced Water Services Agreement

or lines of pipe; (i) hydrate obstruction or blockages of any kind in lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of the Claiming Party that affect the timing of production or production levels; (k) failure, disruption, allocation, prorationing, curtailment, or unavailability of downstream transportation or pipeline capacity; (l) action or restraint by any Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent commercially reasonable, such action or restraint), (m) delays or failures by a Governmental Authority to grant Permits applicable to the System (or any Individual System) so long as the Claiming Party has used its commercially reasonable efforts to make any required filings with such Governmental Authority relating to such Permits, and (n) delays or failures by the Claiming Party to obtain easements and rights of way, surface leases and other real property interests related to the System (or any Individual System) from Third Parties, so long as the Claiming Party has used its commercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party’s control.

“Gallon” means one U.S. Standard gallon.

“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons, including gas vaporized from Crude Oil after production that has been collected in the Crude Oil Gathering System and, unless otherwise expressly provided herein, liquefiable hydrocarbons and Drip Condensate, and including inert and noncombustible gases, produced in the Dedication Area.

“Gas System” means the Gas gathering system used to provide Gas gathering services to Producer.

“Group” means (a) with respect to Midstream Co, the Midstream Co Group, and (b) with respect to Producer, the Producer Group.

“Inbound Acreage” has the meaning given to it in Section 16.2(b).

“Individual Fee” means the Individual First Phase Rate and the Individual Second Phase Rate.

“Individual First Phase Fee” means the fee calculated as described in Section 6.1(i).

“Individual First Phase Rate” means the Monthly rate for providing Services (other than the Second Phase Services) at a particular Individual System, as set forth opposite the heading “Individual First Phase Rate” on the applicable Midstream Agreement Addendum, as such fee may be adjusted from time to time in accordance with the provisions of this Agreement or the applicable Midstream Agreement Addendum.

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Third Amended and Restated
Produced Water Services Agreement

“Individual Second Phase Fee” means the fee calculated as described in Section 6.1(ii); provided that the Individual Second Phase Fee shall accrue only with respect to Services performed by Midstream Co on Product flowing through an Individual System.

“Individual Second Phase Rate” means the Monthly rate for providing Second Phase Services at a particular Individual System, as set forth opposite the heading “Individual Second Phase Rate” on the applicable Midstream Agreement Addendum, as such fee may be adjusted from time to time in accordance with the provisions of this Agreement or the applicable Midstream Agreement Addendum.

“Initial Term” has the meaning given to it in Section 8.1.

“Internal Transfer Point” means the point at which custody transfers from Midstream Co to a Third Party contractor for the provision of Second Phase Services. The Internal Transfer Points for each Individual System in existence on the Effective Date shall be set forth in writing among Producer, Midstream Co and OpCo, and additional points may become Internal Transfer Points hereunder by mutual agreement of the Parties.

“Interruption Conditions” has the meaning given to it in Section 2.4(b).

“Invoice Month” has the meaning given to it in Section 10.1(a).

“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority.

“Lease Acres” has the meaning given to it in Section 16.2(b)(i)(A).

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Third Amended and Restated
Produced Water Services Agreement

of contract, breach of representation or warranty (express or implied) or by reason of the conditions of the premises of or attributable to any Person or Person or any Party or Parties.

“Measurement Device” means the lease automatic custody transfer, coriolis, or other metering device or equipment which, along with application of test results (e.g. meter proves, etc), as required for the Individual System, measure the amount of oil, water, and basic sediment and water, all of which shall conform to industry standards and government regulations, as further described in Article 4.

“Measurement Point” means the Measurement Device that the Parties have agreed in writing will measure the volume of Product moving through the Individual System.

“Midstream Co” means the Original Midstream Co, together with its permitted successors and assigns, including any Midstream Co Assignee.

“Midstream Co Assignee” means any Third Party to whom Midstream Co assigns its rights and obligations in accordance with this Agreement.

“Modification” has the meaning given to it in Section 3.1(c).

“Monthly Loss/ Gain Report” means the report delivered pursuant to Section 10.1(d), which shall include statements of the following with respect to such Invoice Month: (a) the System Gains/Losses and (b) the Other System Fuel used by Midstream Co in the operation of the Individual System.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business.

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Third Amended and Restated
Produced Water Services Agreement

“Net Revenue Acres” has the meaning given to it in Section 16.2(b)(i)(A).

“On-Line Deadline” has the meaning given to it in Section 3.1(d).

“OpCo” means Noble Midstream Services, LLC, together with its permitted successors and assigns.

“OpCo Agreement Addendum” means the Agreement Addendum by and between a Producer and OpCo that expressly states that it is governed by these Agreement Terms and Conditions.

“Original Midstream Co” means the entity identified as the “Midstream Co” in the applicable Midstream Agreement Addendum as of the Effective Date.

“Original Producer” means Noble Energy, Inc.

“Original Report” has the meaning set forth in the definition of “First Development Report.”

“Other System Fuel” means that portion of the Gas delivered by Producer to Midstream Co and measured and used as fuel by Midstream Co.

“Other Services” means services that (i) are not Services, (ii) are provided to Producer, any of its Affiliates or to any Third Party and (iii) pertain to the production of oil, other hydrocarbons, water, and waste products from the production of hydrocarbons.

“Outbound Acreage” has the meaning given to it in Section 16.2(b).

“Owner” has the meaning given to it in Section 4.1(g).

“Permits” means any permit, license, approval, or consent from a Governmental Authority.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority, or any other entity.

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Third Amended and Restated
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“Planned Separator Facility” has the meaning given to it in Section 3.1(b).

“Planned Well” has the meaning given to it in Section 3.1(b).

“Producer” means the Original Producer, together with its permitted successors and assigns, including any Producer Assignee.

“Producer Assignee” means any Person to whom Original Producer or any subsequent Producer sells, assigns, or otherwise transfers acreage subject to the Dedications.

“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer and its Affiliates.

“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be installed or operated by Producer).

“Product” means water that is produced as a byproduct of Producer’s operation of the Wells that are located in the Dedication Area, including any Recovered Oil; provided that any water that is Associated Water shall not constitute Product hereunder until such time as it has been separated from Crude Oil and ceases being Associated Water. The term “Product” as used in this Agreement shall refer to all water that is in the Individual System from Receipt Point to Delivery Point, whether such water is in the form of saltwater or water that has completed the recycling and treating processes.

“Product Dedication” means the dedication and commitment made by Producer pursuant to Section 2.1(a).

“Proposed Transaction” has the meaning given to it in Section 16.2(b).

“Real Property Dedication” means the dedication and commitment made by Producer pursuant to the first sentence in Section 2.1(b) and pursuant to Section 2.5.

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Third Amended and Restated
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Facility to the System, (b) with respect to water that is separated from crude oil at a point in the System other than the Separator Facility, the point at which such Product is delivered into the System or (c) any other point as may be mutually agreed between the Parties. The Receipt Points in existence on the Effective Date shall be set forth in writing between Producer and Midstream Co, and additional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Receipt Points by mutual agreement.

“Recovered Oil” means that portion of Crude Oil recovered by Midstream Co from Product received into the System. If at any time Midstream Co is not providing gathering services to Producer in the Dedication Area with respect to Crude Oil there will be no Recovered Oil delivered into the Crude Oil Gathering System.

“Redetermination Deadline” has the meaning given to it in Section 6.2(a)(ii).

“Redetermination Proposal” has the meaning given to it in Section 6.2(a)(i).

“Redetermined Individual Fee” has the meaning given to it in Section 6.2(a)(i).

“Reimbursed Amount” has the meaning given to it in Section 10.1(a).

“Release Conditions” has the meaning given to it in Section 2.4(a).

“Rules” has the meaning given to it in Section 17.6.

“Second Phase Services” has the meaning set forth in the definition of “Services”.

“Separator Facility” means the surface facility where the Crude Oil produced from one or more Wells in the Dedication Area is collected and gas and Product is separated from the Crude Oil. A Separator Facility may be known by the Original Producer as an econode but may also refer to a well pad or other facility from which Product is delivered into the System.

“Service Area” means (a) with respect to the Original Producer, the area described on Exhibit A, and (b) with respect to any Producer Assignee, the Dedication Area described in such Producer Assignee’s Agreement Addendum, except that any acreage that was permanently released pursuant to (i) the Releases of Dedication or (ii) Section 2.4(a) or Article 16 of any version of this Agreement prior to the T&C Effective Date shall not be included in this definition of “Service Area”. Any acreage moving forward that is permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in the definition of “Service Area” immediately upon the effectiveness of such permanent release, and in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s Service Area and, except for interests that are assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s Service Area as of the effective date of such assignment.

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Third Amended and Restated
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“Services” means: (a) the receipt of Producer’s owned or Controlled Product at the Receipt Points; (b) the collection and gathering of such Product; (c) the storage of Product; (d) the cleaning of Product; (e) the removal of the Recovered Oil from the Product prior to the delivery of Product to the applicable Internal Transfer Point; (f) the delivery of Recovered Oil into the Crude Oil Gathering System at an appropriate Delivery Point; (g) the delivery of Product to the applicable Internal Transfer Point; (h) the further cleaning, recycling, transportation from the applicable Internal Transfer Point to the applicable Delivery Point, and disposal of Product, as applicable (this clause (h), the “Second Phase Services”) and (i) the other services to be performed by Midstream Co in respect of such Product as set forth in this Agreement and the System Plan for an Individual System, all in accordance with the terms of this Agreement (including any services with respect to metering services).

“Services Fee” means, collectively, the fees described in Section 6.1.

“Standard & Poor’s” means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., or any successor to its statistical rating business.

“State” means the state in which the Individual System is located.

“System” means all Individual Systems described in all of the Agreement Addenda, collectively, including: (a) pipelines; (b) central processing facilities inclusive of pumping, treating and other equipment; (c) controls; (d) Delivery Points, meters and measurement facilities; (e) storage for Product; (f) easements, licenses, rights of way, fee parcels, surface rights and Permits; (g) pumping facilities, if any and (h) all appurtenant facilities, in each case, that are owned, leased, contracted or operated by each Midstream Co to provide Services to Producer or Third Parties, as such gathering system and facilities are modified or extended from time to time to provide Services to Producer pursuant to the terms hereof or to Third Parties, including the Facility Segments specified in the Agreement Addenda.

“System Gains/Losses” means any Product, in terms of Barrels, received into the Individual System that is lost, gained, or otherwise not accounted for.

“System Plan” has the meaning given to it in Section 3.1(c).

“T&C Effective Date” has the meaning given to it in the introductory paragraph.

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Third Amended and Restated
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to a shorter time period, and (c) with respect to any Planned Separator Facility or, with respect to any Planned Well that is not intended to be serviced by a Separator Facility, such Planned Well, in either case, that is not described in the First Development Report, 24 Months after the date of the Development Report that initially reflects the Planned Separator Facility or Planned Well, as applicable, unless Midstream Co consents to a shorter time period.

“Tender” means the act of Producer’s making Product available or causing Product to be made available to the System at a Receipt Point. “Tendered” shall have the correlative meaning.

“Term” has the meaning given to it in Section 8.1.

“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to this Agreement.

“Third Party Assignment” has the meaning given to it in Section 16.1(a).

“Well” means a well (i) for the production of hydrocarbons, (ii) that is located in the Dedication Area, (iii) in which Producer owns an interest, and (iv) for which Producer has a right or obligation to market hydrocarbons (and related byproducts) produced thereby through ownership or pursuant to a marketing, agency, operating, unit, or similar agreement.

Section 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in Section 1.1 above have the meanings ascribed to them throughout this Agreement.

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Third Amended and Restated
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Terms and Conditions and the applicable Agreement Addendum, all of which are incorporated herein, and not to any particular Exhibit, Appendix, Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation.” The word “or” shall mean “and/or” unless a clear contrary intention exists. The word “from” means “from and including”, the word “through” means “through and including”, and the word “until” means “until but excluding”. All references to “$” or “dollars” shall be deemed references to United States dollars. The words “will” and “shall” have the same meaning, force and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law, contract or other agreement mean such Law, contract or agreement as it may be amended, supplemented, released, revised, replaced, or otherwise modified from time to time. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to these Agreement Terms and Conditions, the date that is the reference date in calculating such period shall be excluded; and if the last Day of such period is not a Business Day, then such period shall end at the end of the next succeeding Business Day.

Article 2

Product Dedication and Real Property Dedication

Section 2.1 Producer’s Dedications. Subject to Section 2.2 through Section 2.4, during the Term:

(a) Product Dedication. Producer exclusively dedicates and commits to deliver to Midstream Co under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, or other Person prior to delivery to Midstream Co at the Receipt Points.

Section 2.2 Conflicting Dedications.

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without causing Producer to incur any costs or expenses deemed unreasonable or inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication.

Section 2.3 Producer’s Reservation. Producer reserves the following rights respecting Dedicated Production for itself:

(b) Reserved;

Section 2.4 Releases from Dedication .

(a) Permanent Releases. Midstream Co shall permanently release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit affected by one or more of the Release Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility affected by one or more of the Release Conditions, (iii) any Dedicated Properties affected by one or more of the Release Conditions and (iv) any Purchased Dedicated Production for which the Individual System has been affected by one or more of the Release Conditions. The “Release Conditions” are:

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Separator Facility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (2) any Well or Separator Facility not described in the applicable Development Report or (3) any excess volume of Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Midstream Co;

(ii) expiration of the Term, as further described in Section 8.2;

(v) Producer’s election, in its sole discretion or to the extent required by applicable Law, to forego the Services with respect to certain volumes of Product and instead recycle such Product on its own behalf or utilize Third Party services to recycle such Product; provided, however, that Producer shall (i) provide Midstream Co with at least 90 Days prior written notice of such election (which notice shall include the volume of Product subject to such election together with the schedule for the removal of such Product from the Dedicated Production) and (ii) Producer shall promptly pay to Midstream Co all fees (including the Individual First Phase Fee and the Individual Second Phase Fee) at such times and in such amounts that Producer, in each case, would have had to pay to Midstream Co assuming that Midstream Co actually provided the Services with respect to such Product and any other costs, expenses, and liabilities incurred due to such election;

(vi) a material default (other than a default of the type covered by Section 2.4(a)(i)) by Midstream Co that remains uncured for 90 Days or more;

(vii) Producer’s election after a rejection of any increase in an Individual Fee in accordance with Section 13.1(b);

(viii) (x) Midstream Co’s suspension of Services pursuant to Section 13.2(a)(ii) that extends for the period of time stated in such Section; or (y) Midstream Co’s election not to connect a Planned Well or Planned Separator Facility pursuant to Section 13.2(b); or (z) Midstream Co’s election not to expand an Individual System pursuant to Section 13.2(c);

(ix) pursuant to Section 16.2 with respect to a Transfer of Dedicated Properties free of the terms, conditions and obligations of this Agreement; or

(x) pursuant to any other provision in this Agreement that grants Producer (or its Affiliates holding acreage subject to the Dedications) a permanent release.

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Producer may deliver any Dedicated Production permanently released from the Dedications pursuant to this Section 2.4(a) to such other gatherers as it shall determine.

(b) Temporary Release. Midstream Co shall temporarily release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit to the extent affected by one or more of the Interruption Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility to the extent affected by one or more of the Interruption Conditions, (iii) any Dedicated Properties to the extent affected by one or more of the Interruption Conditions, and (iv) any Purchased Dedicated Production that would have been delivered to a Individual System to the extent affected by one or more of the Interruption Conditions. The temporary release shall take effect upon written notice from Producer to Midstream Co of the occurrence of any Interruption Condition, unless expressly provided otherwise below. “Interruption Conditions” are:

(i) Midstream Co’s failure to have a Completed Connection by the applicable On-Line Deadline (other than due to Producer’s non-compliance with this Agreement);

(ii) the occurrence and continuation of an uncured material default by Midstream Co;

(iii) Midstream Co’s interruption or curtailment of receipts and deliveries of Product pursuant to Section 5.5 that continues for a period of 30 consecutive Days;

(c) Arrangements in Respect of Temporary Release: Limitations of Curtailments. Producer may make alternative arrangements for the gathering of any Dedicated Production temporarily released from the Dedications pursuant to Section 2.4(b). To the extent that an interruption or curtailment can be limited to a Facility Segment, Midstream Co shall so limit such interruption or curtailment, and to the extent that Midstream Co does so limit such curtailment or interruption, the temporary release permitted by Section 2.4(b) shall only apply to the affected Facility Segment. Such temporary release shall continue until the first Day of the Month after the Month during which Midstream Co cures the applicable default or the interruption, curtailment, or suspension of Services terminates; provided that, if Producer obtained temporary services from a Third Party (pursuant to a contract that does not give rise to a default under this Agreement) during the pendency of such default, interruption, curtailment, or suspension, such release shall continue until the earlier of (A) the first Day of the Month that is six Months after the event or condition that gave rise to the interruption, curtailment or other temporary cessation has been corrected and (B) the first Day of the Month after the termination of the applicable contract with such Third Party. For the avoidance of doubt, the temporary services that Producer may obtain under Section 3.3 shall not constitute a release under the terms of this Agreement; provided that, if Producer cannot obtain such temporary services without a temporary release, Midstream Co may in its discretion grant or refuse to grant a temporary release on such terms as reasonably required by Midstream Co (including, for example, conditioning the grant of a temporary release on the establishment of a termination date for such temporary release).

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Section 2.6 Recording of Agreement. Producer hereby authorizes Midstream Co to record a memorandum of the Agreement and each Agreement Addendum in the form set forth on Exhibit D in the real property records of the counties in which the Dedication Area is located. Midstream Co and Producer agree that until Midstream Co provides notice to the contrary, all payment terms and pricing information shall remain confidential and be redacted from any filings in the real property records.

Article 3

System Expansion and Connection of Wells

Section 3.1 Development Report; System Plan; Meetings.

(a) Development Report. Within the later of (x) 30 Days following the execution and delivery of any new Agreement Addendum and (y) the next applicable quarterly delivery of a Development Report hereunder, Producer shall provide Midstream Co with its First Development Report, which shall describe (i) in detail the planned development, drilling, and production activities relating to the Dedicated Production through the end of the applicable Period of Two Years; and (ii) generally the long-term drilling and production expectations for those project areas in which drilling activity is expected to occur during the applicable Period of Five Years, including the information described in Section 3.1(b). No later than the 15th of each February, May, August, and November of each Year following the date on which the First Development Report is to be delivered, Producer shall provide to Midstream Co an update of the then-current report (the First Development Report, as updated in accordance with the foregoing, the “Development Report”).

(b) Development Report Content. With respect to the Dedication Area, the Development Reports shall include information as to:

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(ii) the anticipated Product content from any Well and Separator Facility that Producer expects to produce during the applicable Period of Two Years;

(iii) the Receipt Points and Delivery Points (including proposed receipt points and delivery points not yet agreed in writing among the Parties) at which Product produced from each Well or Separator Facility is expected to be disposed of or (after completion of the Services related to cleaning, treating and recycling) redelivered to Producer during the applicable Period of Two Years (including the proposed locations of any Receipt Points for Planned Wells and Planned Separator Facilities);

(ix) any other information that Producer believes will reasonably assist Midstream Co with the System Plan; and

(x) such other information as may be reasonably requested by Midstream Co, and that Producer reasonably has access to or already has in its possession, with respect to Wells and Separator

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Facilities that Producer intends to drill or from which Producer intends to deliver Product during the Period of Two Years and Period of Five Years.

(c) System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties provided in writing to Midstream Co by or on behalf of Producer (including as a result of meetings between representatives of Midstream Co and Producer), Midstream Co shall, subject to Section 13.2, develop and provide quarterly updates of a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions (any of the foregoing, a “Modification” or “Modifications”) necessary in order for the applicable Individual System to be able to provide timely Services for the Product produced by the Wells and Separator Facilities described in the most recent Development Report (including Planned Wells, Planned Separator Facilities and changes in anticipated production from existing Wells and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such Modifications to the System. Each System Plan shall describe (i) the Modifications required to provide timely Services for any Wells or Separator Facilities projected by the Development Report to occur within the applicable Period of Two Years; and (ii) generally, the Modifications required to provide timely Services for any Wells or Separator Facilities projected by the Development Report to occur within the applicable Period of Five Years. Midstream Co shall deliver an applicable System Plan (including any updated System Plan) to Producer promptly after each Development Report is received by Midstream Co, and in any event not later than 45 Days after Producer’s delivery to Midstream Co of each Development Report or amendment thereto. In the sole discretion of each Person serving as a Midstream Co under a Midstream Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly.

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(f) Other System Plan Content. The System Plan shall include information as to:

(i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part;

(ii) all existing and planned Internal Transfer Points, Receipt Points and Delivery Points served or to be served by each such Facility Segment;

(iii) Reserved;

(iv) all pumps, treatment, oil, separators, Recovered Oil recovery, and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned Wells not intended to be serviced by a Separator Facility) Planned Wells set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;

(v) the anticipated schedule for completing the construction and installation of the planned Facility Segments, Facility Expansions, and all planned Receipt Points, Internal Transfer Points and Delivery Points, in each case, for all Planned Separator Facilities and Planned Wells, as applicable, included in the most recent Development Report;

(vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ Losses, Other System Fuel, Recovered Oil, and other allocations hereunder and any proposed changes to the allocation methodologies that are currently in effect on the date that Midstream Co delivers a System Plan; all such allocation methodologies shall: (A) be made by Midstream Co in a commercially reasonable manner; (B) be based upon the measurements taken and quantities determined for the applicable Month for the applicable Individual System or Facility Segment; and (C) take into account one or more of the following factors for the applicable Individual System or Facility Segment: throughput volumes, System Gains/Losses, total consumption of Other System Fuel, the relative effort required to move the applicable Product through the facilities of Midstream Co and other factors determined in good faith by Midstream Co; provided however, that Midstream Co’s profit shall not be a component in the allocation of System Gains/Losses; and provided, further, that Midstream Co shall have no obligation to allocate back System Gains/Losses or Other System Fuel to a particular Receipt Point; Midstream Co shall allocate, in a manner that is commercially

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reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Recovered Oil from a Facility Segment; and

(vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points, Internal Transfer Points and Delivery Points; provided, however, that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information or data that is proprietary or covered by a confidentiality agreement or confidentiality obligations.

(h) Scope and Purpose of Planning Tools. The Development Report and the System Plan are intended to assist Midstream Co and Producer with long-term planning and goals. None of the Development Reports nor the System Plans shall amend or modify this Agreement in any way. In the sole discretion of each Person serving as a Midstream Co under a Midstream Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly. To the extent that a Development Report or System Plan that satisfies the requirements above is delivered or deemed delivered under any other Transaction Document, such Development Report or System Plan shall be deemed delivered hereunder.

Section 3.2 Cancellation of Planned Wells and Planned Separator Facilities. If, whether through the delivery of an updated Development Report or otherwise, (a) Midstream Co reasonably determines (after making reasonable inquiry) that Producer has permanently abandoned the drilling or installation of any Planned Well or Planned Separator Facility or (b) Producer notifies Midstream Co that Producer intends to permanently abandon the drilling or installation of any Planned Well or Planned Separator Facility (the date on which such determination is made by Midstream Co, the “Cancellation Date”); and (c) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) that (i) are incurred or committed by Midstream Co in connection with the design, procurement or construction of the Modifications or other facilities related to abandoned Planned Well or Planned Separation Facility and (ii) have not been recovered by Midstream Co from an applicable Third Party within 60 Days following the Cancellation Date (such aggregate costs and expenses, excluding Excluded Amounts, the “Cancellation Costs”) exceed $100,000, then Producer shall reimburse Midstream Co for all reasonable and documented Cancellation Costs incurred or committed by Midstream Co prior to such Cancellation Date to design, procure, and construct such Modifications or other facilities.

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Section 3.3 Temporary Services.

(a) Pending the completion of facilities contemplated in a System Plan or that may be required to service Wells or Separator Facilities in existence as of the Effective Date, Producer may enter into a contract with Third Party(ies) to provide services with respect to the Dedicated Production and Dedicated Properties that are anticipated to be serviced by the new, modified, or enhanced facilities if the term of such contract does not exceed six Months, and such contract may be renewed in six-Month increments until such time as Midstream Co has provided written notice to Producer that Midstream Co has completed the applicable facilities and that such facilities are ready for service under this Agreement; provided, however, that if any such contract is in effect with respect to any Well or Separator Facility on the date that Midstream Co provides such notice to Producer, Producer will not be obligated to deliver any Product from such Well or Separator Facility to the System until the first Day of the first full Month following expiration of such contract.

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all Dedicated Production from each Planned Separator Facility and each Planned Well, as applicable, as expeditiously as reasonably practicable, all as provided in this Agreement. The Parties shall cooperate with each other and communicate regularly regarding their efforts to obtain such Permits. Upon request by Producer, Midstream Co shall promptly provide to Producer copies of all Permits obtained by Midstream Co in order to construct and install any Facility Segment (or portion of a Facility Segment) of the System or any other Modifications.

Section 3.5 Grant of Access; Real Property Rights.

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owners in fee with respect to the applicable lands, and such rights will be exercised in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party. Each Party obtaining a right of access pursuant to this Section 3.5 shall have the status of “licensee,” except when such Party is accessing the applicable real property by way of a right-of-way, easement, or other similar real property right granted pursuant to a separate instrument.

Article 4

Measurement Devices

Section 4.1 Measurement Devices.

(a) Except as provided in Section 4.1(d) below, Midstream Co shall construct, install, own, and operate (or cause to be constructed, installed, and operated) the Measurement Devices located at the Measurement Points. Midstream Co may, in its discretion, construct, install, own, and operate (or cause to be constructed, installed, and operated) Measurement Devices located at or upstream of the Delivery Points or at or downstream of any Receipt Point.

(c) Each Party shall have the right, at its sole expense, to install, own and operate (or cause to be constructed, installed and operated) “check meter” Measurement Devices located at the Measurement Points, Receipt Points and Delivery Points for which the other Party is responsible for the controlling Measurement Device (i.e., the Measurement Device on which Monthly settlement statements will be based). Each Party shall cause its “check meter” Measurement Devices to be installed, subsequent to providing a minimum of 72 hours’ notice to the other Party, so as not to interfere with the other Party’s Measurement Devices and shall take steps that are reasonable and customary in the industry to mitigate or prevent any problems that may interfere with the other Party’s Measurement Devices at the Measurement Points.

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(e) Producer and Midstream Co shall cause Measurement Devices owned by such Party to be constructed, installed and operated in a manner which is agreeable to all parties involved and satisfies local and state regulation.

(f) Midstream Co may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary to comply with any subsequent amendments, revisions or modifications of applicable Law. With respect to Producer Meters that Midstream Co has elected to use, Producer may (but shall not be obligated to) replace or make any alterations to the Measurement Devices necessary to comply with subsequent amendments, revisions or modifications of applicable Law.

(g) The accuracy of all Measurement Devices at the Measurement Points and Delivery Points, and of all Measurement Devices that serve as “check meters” for any such Measurement Point or Delivery Point Measurement Devices will be verified by the owner of such Measurement Device (the “Owner”) at Monthly intervals and, if requested, in the presence of a representative of the other Party (the “Beneficiary”). The Owner shall verify the accuracy of any owned Measurement Device before the next Monthly verification required by the preceding sentence if the Beneficiary makes a written request for a special test as described below. Notwithstanding the foregoing, when Daily deliveries of Product at any Measurement Point or Delivery Point average 100 Barrels per Day or less during any Month, the Owner may request from the Beneficiary that the accuracy of the Measurement Devices at such Measurement Point or Delivery Point be verified quarterly. If, upon any test, any Measurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Product under this Agreement. If, upon any test, any Measurement Device is found to be inaccurate by more than 2% (excessive meter factor deviation), such Measurement Device will immediately be removed from service, adjusted, calibrated, repaired or replaced to record accurately (within the manufacturer’s allowance for error) and reproved prior to returning to service. If the excessive meter factor deviation can be explained by changing conditions (gravity, temperature or flow-rate) no corrective action may be taken if mutually agreed upon by both the Owner and the Beneficiary. Any previous recordings of such Measurement Device with an excessive meter factor deviation will be corrected by using the arithmetic average of the malfunction factor and the previous factor shall be applied to the production measured through the meter between the date of the previous factor and the date of the malfunction factor. The proving report must clearly indicate the meter’s malfunction factor and all remarks associated with the repairs or adjustments. If the Beneficiary desires a special test of any Measurement Device, at least 72 hours’ advance written notice will be given to the Owner, and the Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, the Owner will have the right to bill the Beneficiary for the costs incurred due to such special test, including any labor and transportation costs, and the Beneficiary will pay such costs promptly upon invoice therefor.

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(j) Each Party shall preserve or cause to be preserved for mutual use all test data or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months.

(k) So long as the Parties to this Agreement are also parties to a Transaction Document that covers Crude Oil, the requirements for Measurement Devices in respect of Recovered Oil shall be covered by such Transaction Document. If at any time the Parties to this Agreement are not also party to another Transaction Document that covers Crude Oil, the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the requirements for Measurement Devices pertaining to Recovered Oil; absent such agreement, Midstream Co shall install and maintain measuring equipment at the Delivery Points that is in accordance with applicable API standards.

API Manual of Petroleum Measurement Standards:

Chapter 4, Proving Systems

Chapter 5.1. General Considerations for Measurement by Meters

Chapter 5.6, Measurement of Liquid by Coriolis Meters

Chapter 7, Temperature Determination

Chapter 8, Sampling

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Chapter 8.2, Automatic Sampling of Petroleum and Petroleum Products

Chapter 9, Density Determination

Chapter 10, Sediment and Water

Chapter 12.2, Calculation of Petroleum Quantities Measured by Turbine or Displacement Meters.

(a) By using the registration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,

(b) By using a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,

(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the meter was registering accurately.

Article 5

Tender, Nomination, and Gathering of Production

Section 5.1 Limitations on Service to Third Parties. The Parties acknowledge that Original Producer has dedicated and committed Dedicated Properties to this Agreement as set forth in Article 2 and is a primary shipper with respect to Services on one or more of the Individual Systems owned or operated by Midstream Co or its Affiliates. In no event will Midstream Co grant any Person (other than Original Producer) Priority One Service on an Individual System used to provide Services to Original Producer without Original Producer’s prior written consent. Original Producer shall not be permitted to assign its Priority One Service, including through any permissible assignments described in Article 16, without Midstream Co’s prior written consent.

Section 5.2 Tender of Production. Subject to Section 5.3(c), each Day during the Term, (a) Producer shall Tender to the Individual System at each applicable Receipt Point all of the Dedicated Production available to Producer at such Receipt Point, and (b) Original Producer will have the right to Tender to Midstream Co, for Services on an interruptible basis, but otherwise subject to the same terms and conditions under this Agreement as the Dedicated Production (except as to the Dedications (to which it will not be subject) and priority (for which the terms are more fully set forth in Section 5.3(c) below)), Product other than Dedicated Production, provided that (i) Original Producer’s Tender of undedicated volumes of

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Product will not cause the underlying wells or acreage to be subject to the Dedications and (ii) Midstream Co shall have the right to accept or reject such Tender of Product in its sole operational and commercial discretion.

Section 5.3 Services; Service Standard .

(a) Services. Subject to Section 5.3(c), Midstream Co shall provide all of the Services, including all services related to collecting, gathering, cleaning, treating, recycling, and disposing of the Product.

(i) Midstream Co shall cause the applicable Individual System to be able to flow such Product at volumes produced into such Individual System, so long as total water volumes for such Individual System are not greater than the current capacity of such Individual System.

(ii) The quantity of Product for which Midstream Co shall provide the Services is:

(A) with respect to the receipt, collection, gathering, storage and cleaning Services further described in clauses (a), (b), (c) and (d) of the definition of “Services”, all of the Product that is Tendered by Producer to Midstream Co at the applicable Receipt Points, so long as such quantity is not in excess of the current capacity of the applicable Individual System;

(B) with respect to the delivery Services further described in clause (e) of the definition of “Services”, Midstream Co shall deliver to the applicable Internal Transfer Points a quantity of Product equivalent to the quantity described in the preceding clause, taking into account any System Gains/ Losses; and

(C) with respect to Second Phase Services, Midstream Co shall be responsible for either disposing of or recycling all quantities of Product that flow through the applicable Internal Transfer Point.

(b) Services Standard. Midstream Co shall own and operate (or contract for, as applicable) the System and perform the Services in a good and workmanlike manner in accordance with standards customary in the industry.

(c) Priority of Service. Midstream Co shall cause Product delivered on the System to have the following priorities (to the extent not in violation of applicable Law):

(ii) Product delivered by a Third Party on a non-interruptible basis shall have priority service on the System over services for Product delivered to the System on an interruptible basis; and

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Section 5.4 Designation of Recycling or Disposal . With respect to all quantities of Product delivered to the applicable Internal Transfer Point, Producer shall specify the percentage of such Product that shall be disposed of and the remaining percentage shall be recycled. Product shall be received and redelivered under this Agreement at the similar quantities for a delivery Month. Midstream Co shall use System storage only for the operational purposes, as determined solely by Midstream Co. Nothing contained in this Agreement shall preclude Midstream Co from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the System.

Section 5.5 Suspension/Shutdown of Service .

(a) Shutdown. During any period when all or any portion of the Individual System is shut down (i) because of maintenance, repairs, or Force Majeure, (ii) because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of all or any portion of the Individual System or (iii) because providing Services hereunder has become uneconomic as further described in Section 13.2, Midstream Co may interrupt or curtail receipts of Producer’s Product, provided that any such interruption or curtailment of Original Producer’s volumes must be done in accordance with the priority provisions in Section 5.3(c). In such cases, Midstream Co shall have no liability to Producer (subject to Section 11.1(b)) for its failure to receive Product, except to the extent such shutdown is caused by the negligence, gross negligence or willful misconduct of Midstream Co. If Midstream Co is required to so interrupt or curtail receipts of Product, Midstream Co will advise (by telephone, following up by writing, which writing may be in the form of electronic mail) Producer of such interruption or curtailment as soon as practicable or in any event within 24 hours after the occurrence of such event.

(b) Planned Curtailments and Interruptions.

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Section 5.6 Transportation and Disposal. As between the Parties, Midstream Co shall be solely responsible, and shall make all necessary arrangements for the receipt, further transportation, and disposal of Producer’s owned and Controlled Product from the Receipt Points, to the Internal Transfer Points and ending at the Delivery Points. Except to the extent expressly provided otherwise in this Agreement, Midstream Co shall have no liability for any operations or activities upstream or downstream of the Individual System, and Producer shall be solely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, and marketing of Producer’s owned and Controlled Product.

Article 6
Fees

Section 6.1 Fees. Producer shall pay Midstream Co each Month in accordance with the terms of this Agreement for all Services provided by Midstream Co with respect to Dedicated Production received by Midstream Co from Producer or for Producer’s account during such Month, an amount, for each Individual System, equal to the sum of (i) the product of (x) the aggregate quantity of such Product, stated in Barrels, received by Midstream Co from Producer or for Producer’s account at the applicable Receipt Point for such Product within the applicable Individual System during such Month, multiplied by (y) the applicable Individual First Phase Rate (the “Individual First Phase Fee”), (ii) the product of (x) the aggregate quantity of such Product, stated in Barrels, delivered by Midstream Co to the Internal Transfer Point during such Month multiplied by (y) the applicable Individual Second Phase Rate (the “Individual Second Phase Fee”) and (iii) an amount equal to Producer’s allocated portion of the actual costs incurred by Midstream Co for electricity required to provide Services, such allocation to be based upon the aggregate volumes of Product received by Midstream Co.

Section 6.2 Fee Adjustments.

(a) Redetermination.

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provide the applicable Services as contemplated by the latest updated Development Report and System Plan; provided that a redetermined Individual Fee as agreed to by the Parties (a “Redetermined Individual Fee”) shall not recoup the difference between (A) estimated operating expenses or revenues and (B) actual operating expenses or revenues for periods prior to the effective date of such Redetermined Individual Fee. The Parties may agree to redetermine a particular Individual Fee without obligation to agree to redetermine any other Individual Fee.

(i) Subsequent Redetermination Timing. Any Redetermined Individual Fee agreed to by the Parties on or prior to the last Business Day of February of the applicable Adjustment Year (“Redetermination Deadline”) shall become effective as of the first Day of the Month following the Month in which agreement has been reached. If the Parties fail to agree upon a redetermination of any Individual Fee set forth in the applicable Redetermination Proposal on or prior to the Redetermination Deadline, such Individual Fee shall remain in effect without redetermination pursuant to this Section 6.2(a). For purposes of this Section 6.2(a)(ii), the Year immediately after the Year during which a Redetermination Proposal is delivered is herein the “Adjustment Year”.

(b) Annual Escalation. Effective as of July 1 of each Year, each Individual Fee will be increased by multiplying the then applicable Individual Fee (as increased for prior Years pursuant to this Section 6.2(b) or otherwise adjusted pursuant to this Agreement) by the Escalation Percentage; provided that Reimbursed Amounts shall not be subject to this Section 6.2(b). Such annual increase to the Individual Fee shall become effective on July 1 of the applicable Year, even if such Individual Fee was redetermined pursuant to Section 6.2(a), with an effective date during the same Year.

Section 6.3 Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters. No separate fee shall be chargeable by Midstream Co and no refund or reduction in the Individual First Phase Fee or the Individual Second Phase Fee shall be chargeable by or owed to Producer for the hydrocarbons or services described in this Section 6.3.

(a) Reserved.

(b) Recovered Oil. Midstream Co shall deliver to Producer, each Month, all Recovered Oil allocated to Producer or for Producer’s account by delivering such Recovered Oil into the Crude Oil Gathering System. At all times during the Term, the Parties shall set forth in the Agreement Addendum or an appropriate amendment to this Agreement the methodology for Midstream Co to deliver Recovered Oil to Producer and any fee applicable thereto. Midstream Co shall use commercially reasonable efforts to limit the amount of Crude Oil remaining in Product at the applicable Delivery Point to 0.5% or less of the total Product volume (the “Remaining Crude Oil Limit”); provided that, except as provided otherwise in this Section 6.3(b), Producer shall pay all costs and expenses in connection with the implementation of any modifications necessary to achieve the Remaining Crude Oil Limit (the “Crude Recovery Costs”) and Producer shall release, protect, indemnify and hold harmless Midstream Co from and against all other liabilities and claims directly or indirectly resulting from, arising out of, or relating to the implementation of such modifications. Prior to the implementation of any such modifications, Midstream Co shall provide Producer with written notice of its good faith estimate of the Crude Recovery Costs for such modifications, and Producer shall,

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within 30 Days of receiving such notice, provide Midstream Co with written notice of whether Midstream Co should proceed with the implementation of such modifications. If Producer fails to respond to such notice or elects that Midstream Co should not proceed with such modifications, then Producer will have no obligation to pay the associated Crude Recovery Costs and Midstream Co will have no obligation to implement such modifications or incur any costs or expenses in connection with achieving the Remaining Crude Oil Limit.

(i) Midstream Co will perform a Monthly material balance for each Individual System based on comparison of Product delivered and the amount of Product calculated to have been delivered into the Individual System (after removal of Recovered Oil) (in conjunction with determining the theoretical Crude Oil volume under any Transaction Document to which Midstream Co is a Party covering crude oil gathering services) received into the Individual System at Receipt Points. Actual gains or losses in an Individual System from the material balance will be allocated back to Producer’s Receipt Points to determine allocated quantities of Product received at Receipt Points for each Month.

(ii) If, during any Month, System Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 2.00% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Midstream Co will, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating the amount of Product determined to have been delivered into the Individual System (after removal of Recovered Oil) (in conjunction with determining the theoretical Crude Oil volume under any Transaction Document relating to the provision of crude oil gathering services by Midstream Co) and conduct a field-wide (on an Individual System basis) meter inspection and proving, if necessary, followed by an updated balance. If Midstream Co determines that a repair to the Individual System is needed to reduce the System Gains/ Losses below 2.00%, Midstream Co shall undertake such repairs in a commercially reasonable manner and as soon after making such determination as is commercially reasonable.

(iii) Midstream Co shall provide Producer with prior notice of, and reasonable access to observe, any such field-wide meter balance.

(d) Other System Fuel. Midstream Co shall account for the Other System Fuel used by Midstream Co in the operation of the Individual System. If during any Month, the Producer does not deliver to Midstream Co Gas under any Transaction Document to which Midstream Co is a party, then Midstream Co shall calculate the value of the Other System Fuel used during the applicable Month based on the price of Gas received by Producer during such Month and such amount shall appear as an additional fee owed by Producer to Midstream Co on an invoice delivered to Producer within 90 Days after the end of the applicable Month.

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Article 7

Quality Specifications

Section 7.1 Quality Specification. Subject to Section 7.2, at no time shall Midstream Co be required to accept Product that is not produced from a Well within the Dedication Area. Subject to Section 7.2, Producer shall cause all Product delivered at the Receipt Points to Midstream Co to meet the quality specifications of the applicable Downstream Facility. If Producer’s Product delivered to the Receipt Points complies with such quality specifications, then all Product redelivered at the Delivery Points by Midstream Co to Producer shall meet the quality specifications of the applicable Downstream Facility. Producer shall not have the right to consent to any changes to the quality specifications of the applicable Downstream Facility or the quality specifications of any Downstream Facility not in existence as of the Effective Date. Midstream Co may commingle Product received into the Individual System with other Product shipments, and subject to Midstream Co’s obligation to redeliver to Producer at the Delivery Points Product that satisfies the applicable quality specifications of the Delivery Points, (i) such Product shall be subject to such changes in quality, composition and other characteristics as may result from such commingling and the removal of Recovered Oil (if any), and (ii) Midstream Co shall have no other obligation to Producer associated with changes in quality of Product as a result of such commingling and Recovered Oil removal. If Producer Tenders any Product which fails to conform to the applicable quality specifications stated in this Section 7.1, Producer shall cause such Product to conform to the applicable quality specifications at its sole cost.

Section 7.2 Failure to Meet Specifications.

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Article 8

Term

Article 9

Title and Custody

Section 9.1 Title. Delivery by Producer of Product to any Receipt Point shall be deemed a warranty of title to such Product by Producer or a warranty that Producer Controls the Product and has the

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right to deliver such Product for gathering under this Agreement, as applicable. Title to Product shall not transfer to Midstream Co by reason of Midstream Co’s performance of the Services.

Section 9.2 Custody. From and after Producer’s delivery of its owned or Controlled Product to Midstream Co at the Receipt Points, and until Midstream Co’s disposal of Product or redelivery of such Product to or for Producer’s account at the applicable Delivery Points, as between the Parties, Midstream Co shall have custody and control of, and be responsible for, such Product. In all other circumstances, as between the Parties, Producer shall be deemed to have custody and control of, and be responsible for, such Product.

Article 10

Billing and Payment

Section 10.1 Statements.

(b) Other. If actual measurements of volumes of Dedicated Production are not available by the date stated in Section 10.1(a), then Midstream Co may prepare and submit an invoice based on Midstream Co’s good faith estimate of the volumes of Dedicated Production received in the applicable Invoice Month. If Midstream Co submits an invoice based on estimated volumes, Midstream Co shall prepare and submit to Producer an invoice based on actual measurements on or before the close of business on the 40^th Day after the applicable Invoice Month, together with a reconciliation to the invoice submitted based on Midstream Co’s estimate.

(d) Monthly Loss/ Gain Report. For each Invoice Month, Midstream Co shall deliver a Monthly Loss/Gain Report to Producer, on or before the close of business on the third applicable Business Day following the later of (i) the end of such Invoice Month, or (ii) the Day on which Producer has delivered all data reasonably required by Midstream Co to generate such Monthly Loss/ Gain Report with respect to such Invoice Month. If Midstream Co elects, it may deliver such Monthly Loss/ Gain Report concurrently with the applicable invoice.

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Section 10.2 Payments.

(b) If Producer, in good faith, disputes the amount of any invoice of Midstream Co, Producer will pay Midstream Co such amount, if any, that is not in dispute and shall provide Midstream Co notice, no later than 30 Days after the date that payment of such invoice would be due under Section 10.2(a), of the disputed amount accompanied by reasonable documentation to support Producer’s dispute. If Producer fails to provide notice of dispute within such 30-Day period, then Producer shall be deemed to have waived its right to dispute the applicable invoice, except for a dispute following an audit conducted in accordance with Section 10.4. Following Midstream Co’s receipt of such dispute notice, Producer and Midstream Co shall endeavor in good faith to resolve such dispute, and if the Parties are unable to resolve such dispute within a reasonable time, such dispute may be resolved in accordance with Section 17.6 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days after such resolution, and, if such amount shall be paid to Midstream Co, such amount shall be paid along with interest accrued at the Interest Rate from and including the due date but excluding the date paid

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proceeds due from Producer under Section 10.1 for the prior 2-Month period. Promptly following the termination of the condition giving rise to Midstream Co’s reasonable grounds for insecurity or payment in full of amounts outstanding, as applicable, Midstream Co shall release to Producer the cash, letter of credit, bond or other assurance provided by Producer (including any accumulated interest, if applicable, and less any amounts actually applied to cover Producer’s obligations hereunder).

Article 11

Remedies

Section 11.1 Suspension of Performance; Temporary Release from Dedication .

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Section 10.1(e)); provided that Producer may not withhold any payments that are owed to Midstream Co for Services actually performed by Midstream Co.

Article 12

Force Majeure

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obligations owing in connection with the rest of the System. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.

Section 12.2 Extension Due to Force Majeure . If a Party is unable to meet any deadline set forth herein as a result of a Force Majeure, then provided that such Party complies with the provisions of Section 12.1, such deadline shall be extended for a period of time equal to the period of time during which such Party is delayed due to the Force Majeure.

Article 13

Change in Law; Uneconomic Service

Section 13.1 Changes in Applicable Law.

(b) Producer shall accept or reject, in its sole discretion, Midstream Co’s proposed increase to the Individual Fee within 30 Days after receiving such proposal from Midstream Co. If Producer fails to provide notice of such acceptance or rejection within such 30-Day period, then Producer shall be deemed to have accepted such increase. The Parties will amend, update, or revise the applicable Agreement Addendum in accordance with this Agreement to reflect any changes in the applicable Individual Fee agreed to in accordance with this Section 13.1. If Producer rejects the amount of the proposed increase, then Producer shall elect to either (x) cause Midstream Co to release the Wells, Separator Facilities, Receipt Points, Spacing Units, and Dedicated Production that would have been affected by such increase in accordance with Section 2.4(a)(vii) or (y) at Producer’s sole cost and expense, cause Midstream Co make such capital expenditures with respect to the System in order to comply with such new Law and such capital expenditures shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2. In the event Producer makes an election under clause (y) above, (i) the Individual Fee shall not be increased pursuant to this Section 13.1 and (ii) the Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (b) comply with customary engineering, construction and operating specifications in the industry and such facilities will become part of the Individual System and the property of Midstream Co.

(c) Producer and Midstream Co shall use their commercially reasonable efforts to comply with new and amended applicable Laws and new interpretations of existing Laws.

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Section 13.2 Unprofitable Operations and Rights of Termination.

(i) If Midstream Co suspends Services under this Section 13.2(a) as a result of Producer’s (A) negligence, willful misconduct, or breach of this Agreement, (B) delivery of Product that fails to meet the quality specifications required by Section 7.1, or (C) execution of a plan of development that deviates from the then-applicable Development Report, then Midstream Co may resume providing such Services at any time, upon two Months’ advance written notice delivered to Producer, and the affected Wells, Separator Facilities, Receipt Points, Spacing Units, Dedicated Properties and Dedicated Production shall only be permanently released as a result of suspension under this clause (i) by mutual agreement of the Parties under Section 2.4(a)(iii).

(ii) If Midstream Co suspends Services under this Section 13.2(a) for any reason other than as specified in clause (i) above and (x) such suspension continues for six consecutive Months or (y) Midstream Co delivers notice to Producer that such suspension shall be permanent, then the applicable Wells, Separator Facilities, Receipt Points, Spacing Units and Dedicated Production shall be permanently released as specified in Section 2.4(a)(viii).

(b) Election not to Connect a Planned Well or Planned Separator Facility. If Midstream Co determines, in its discretion, that the connection of an Individual System to any Planned Well or Planned Separator Facility operated by Original Producer, as described in Section 3.1(c) hereof, would be uneconomical, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e):

(i) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(b) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would connect the Individual System to the Planned Well or Planned Separator Facility and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the connection of the Individual System to such Planned Well or Planned Separator Facility and such connection shall be governed by Section 3.1(c). If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.

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Well or Planned Separator Facility to the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (ii) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the connection of the Individual System to such Planned Well or Planned Separator Facility, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such connection shall otherwise be governed by Section 3.1(d). Beginning on the first Day Midstream Co receives Dedicated Production Tendered by Original Producer from any Well or Separator Facility connected in accordance with this clause (ii), then the Individual Fee paid on the Product received from the applicable Well or Separator Facility will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

(i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1(c) hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Wells, Planned Separator Facilities and Dedicated Production pursuant to Section 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e).

(ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e):

(A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c). If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.

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(B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d). Beginning on the first Day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

(d) Start of Suspension of Services. Midstream Co shall cause any suspension of Services permitted by this Section 13.2 to commence on the first Day of a Month and not on any other Day.

(e) Supporting Documentation. As soon as Midstream Co determines that an expansion of the Individual System or connection of a Planned Well or Planned Separator Facility to the System will not be economic or that continuing to provide Services at existing facilities has been rendered uneconomic, Midstream Co shall communicate the same to Producer. With respect to existing facilities, such notice shall be delivered to Producer at least 60 Days in advance of any proposed curtailment under this Section 13.2 and such notice shall be accompanied by documentation supporting its claim that certain Services have become uneconomical. With respect to planned facilities, Midstream Co shall indicate that providing Services to Planned Wells or Planned Separator Facilities is uneconomical by failing to include the necessary expansion or connection projects in the applicable System Plan and shall provide supporting documentation for its determination or connection that such expansion would be uneconomical, if requested by Producer. If Midstream Co delivers a System Plan (marked as “Final”) describing the necessary expansion or connection projects, such delivery shall be deemed to be a commitment by Midstream Co to complete such expansion or connection without exercising its rights under Section 13.2(b) or Section 13.2(c), as applicable, so long as conditions (including anticipated throughput, pricing, the ability to obtain rights-of-way, Producer’s continued execution of the Development Report, and any other factors deemed material by Midstream Co) do not materially change; provided, however that upon the initiation of Services through such expansion or connection project or through a component part of such expansion or connection project, such expansion, connection or applicable portion thereof shall be considered “existing facilities” for purposes of this Section 13.2 and Midstream Co shall have all of the rights set forth herein with respect to existing facilities that

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become uneconomical. Nothing in this Section 13.2(e) shall give Producer a right to consent to a suspension under this Section 13.2.

Article 14

Reserved

Article 15

Indemnification and Insurance

Section 15.1 Reciprocal Indemnity. To the fullest extent permitted by applicable Law and except as otherwise set forth in Section 3.5(c) and Section 7.3:

(c) Regardless of Fault. AS USED IN THE PRECEDING TWO SUBCLAUSES, THE PHRASE “REGARDLESS OF FAULT” SHALL MEAN, WITH RESPECT TO ANY LOSS THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE, OR OTHERWISE), STRICT LIABILITY, OR OTHER FAULT, OF ANY MEMBER OF MIDSTREAM CO GROUP OR THE PRODUCER GROUP, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF AND WITHOUT LIMITATION OF SUCH LOSS AND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION.

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Party, results from claims by a Third Party of title, rights, or encumbrances in or to Product delivered by Producer to a Receipt Point.

Section 15.3 Penalties. Producer shall release, protect, defend, indemnify, and hold harmless Midstream Co from any Losses resulting from penalties imposed by a Downstream Facility in any transportation contracts or service agreements associated with, or related to, Producer’s owned or Controlled Product.

Article 16

Assignment

Section 16.1 Assignment of Rights and Obligations under this Agreement.

(a) Assignment. Except as specifically otherwise provided in this Agreement, no Party nor OpCo shall have the right to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior consent of Midstream Co (in the case of an assignment by Producer) or Producer (in the case of an assignment by OpCo or Midstream Co), which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Producer may assign its rights and obligations under this Agreement to any Person to whom Producer assigns or transfers an interest in any of the Dedicated Properties insofar as this Agreement relates to such Dedicated Properties without the consent of Midstream Co; provided that (A) such Person assumes in writing the obligations of Producer under this Agreement insofar as it relates to the portion of the Dedicated Properties so assigned or transferred, such writing shall take the form of an Agreement Addendum, executed by the applicable Midstream Co and the Producer Assignee (and others, if appropriate) and such writing shall be recorded in the real property records of the counties in which the Dedication Area is located, (B) such assignment is made subject to this Agreement, (C) if such assignment or transfer is made to an Affiliate of Producer, the Original Producer shall not be released from any of its obligations under this Agreement, and (D) if such transfer or assignment is to a Producer Assignee (a “Third Party Assignment”): (1) the Original Producer shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned or transferred, (2) at least thirty (30) Days prior to the closing date of the Third Party Assignment (or, if the period between signing and closing is less than thirty (30) Days, as early as possible and in no event less than two Business Days prior to the closing of the Third Party Assignment), Producer shall cause the proposed Producer Assignee

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to deliver an updated Development Report to Midstream Co and (3) prior to or on the closing date of the Third Party Assignment, the Producer Assignee shall deliver to Midstream Co (x) a copy of the writing pursuant to which the Third Party Assignment is occurring, and (y) documentation of any Conflicting Dedication affecting any Product of the Producer Assignee that would otherwise be considered Dedicated Production.

Section 16.2 Pre-Approved Assignments.

(a) Each Party shall have the right without the prior consent of the others to (a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement, and (b) make a transfer pursuant to any security interest arrangement described in clause (a) above, including any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.

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accelerating volumes to be gathered by Midstream Co and whether Original Producer is trading non-operated acreage for operated acreage); then:

(A)


(B)	The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;


(C)	Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and

(D)

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(c) Upon Producer or its Affiliate (as applicable) providing reasonable documentation to show that it has satisfied, or will satisfy upon the closing of a Proposed Transaction, the applicable requirements of Section 16.2(b) above, then, subject to such satisfaction of the applicable requirements of Section 16.2(b) above, Producer and/or its Affiliate (as applicable) shall be entitled to a permanent release from the Dedications of its relevant interests in the Dedicated Properties and the production attributable thereto, effective as of the closing of the Proposed Transaction. If Producer or its Affiliate is entitled to a release from the Dedications pursuant to this Section 16.2, Midstream Co shall, within 10 Days following Producer’s written request, execute and deliver to Producer a release agreement, reasonably acceptable to all Parties and in recordable form, that reflects such release from the Dedications. If the Proposed Transaction does not occur within 120 Days of the satisfaction of the requirements of this Section 16.2, Producer or its Affiliate will not consummate the Proposed Transaction without again complying with this Section 16.2.

Article 17

Other Provisions

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requested, or, except in the case of notices of breach or default, sent by electronic mail (including with a PDF of the notice or other communication attached), in each case, addressed (i) if to Producer, at the address set forth on the applicable Agreement Addendum and (ii) if to Midstream Co or OpCo, then to OpCo and the applicable Midstream Co at the address set forth on the applicable Agreement Addendum; provided that in the case of any notice by electronic mail, such notice is confirmed by communication via another method permitted by this Section 17.2. Any notice, consent, approval, request, or other communication (“Communications”) given in accordance herewith shall be deemed to have been given when (a) actually received or rejected by the addressee in person or by courier, (b) (reserved), or (c) actually received or rejected by the addressee upon delivery by overnight courier or United States Mail, as shown in the tracking report or return receipt, as applicable. Communications may not be transmitted by electronic mail, except for ordinary course business communications that shall be deemed to be received, if transmitted during normal business hours on such Business Day, or if transmitted after normal business hours, on the next Business Day. Any Person may change their contact information for notice by giving notice to the other Party and, in the case of Producer, OpCo in the manner provided in this Section 17.2.

Section 17.3 Entire Agreement; Conflicts. This Agreement (consisting of these Agreement Terms and Conditions and the applicable Agreement Addendum) constitutes the entire agreement of Producer and Midstream Co or OpCo (as applicable) pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of Producer and Midstream Co or OpCo (as applicable) pertaining to the subject matter hereof. There are no warranties, representations, or other agreements between Producer and Midstream Co or OpCo (as applicable) relating to the subject matter hereof except as specifically set forth in this Agreement, including the exhibits hereto, and no Party or OpCo shall be bound by or liable for any alleged representation, promise, inducement, or statements of intention not so set forth.

Section 17.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Person waiving compliance. No course of dealing on the part of any Party or OpCo, or their respective officers, employees, agents, or representatives, nor any failure by a Party or OpCo to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party or OpCo at a later time to enforce the performance of such provision. No waiver by any Party or OpCo of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of Producer, Midstream Co, and OpCo (as applicable) under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

Section 17.5 Amendment.

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Section 17.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party or OpCo. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, Producer and Midstream Co or OpCo, as applicable, shall negotiate in good faith to modify this Agreement so as to effect the original intent of Producer and Midstream Co or OpCo, as applicable, as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. A ruling of invalidity, illegality or unenforceability as to one Agreement shall only be applicable to that Agreement, not all the Agreements covered by these Agreement Terms and Conditions.

Section 17.10 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party or OpCo by electronic mail shall be deemed an original signature hereto; provided that the originals of any such electronically provided signatures shall be provided by the signatory, if requested by the other Party (or OpCo) within a week of exchanging signatures.

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(End of Agreement Terms and Conditions)

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IN WITNESS WHEREOF, the Parties have caused these Agreement Terms and Conditions to be executed as of the T&C Effective Date.

On behalf of each Midstream Co:



NOBLE MIDSTREAM PARTNERS LP
By: Noble Midstream GP LLC, its general partner

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

On behalf of each Producer:



NOBLE ENERGY, INC.

By: /s/ Aaron G. Carlson
Name: Title:	Aaron G. Carlson Vice President

OpCo:



NOBLE MIDSTREAM SERVICES, LLC

By: /s/ Thomas W. Christensen
Name: Title:	Thomas W. Christensen Chief Financial Officer

[Signature Page to the Third Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services]

Exhibit 10.9.2

AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT

consisting of the

AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO
PRODUCED WATER SERVICES

taken together with an applicable

AGREEMENT ADDENDUM

that references these Agreement Terms and Conditions

now or in the future effective

TABLE OF CONTENTS



		PAGE

ARTICLE 1 DEFINITIONS		1

Section 1.1	Definitions	1
Section 1.2	Other Terms	13
Section 1.3	References and Rules of Construction	13

ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION		14

Section 2.1	Producer’s Dedications	14
Section 2.2	Conflicting Dedications	14
Section 2.3	Producer’s Reservation	15
Section 2.4	Releases from Dedication	15
Section 2.5	Covenants Running with the Land	17
Section 2.6	Recording of Agreement	17

ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS		18

Section 3.1	Development Report; System Plan; Meetings	18
Section 3.2	Cancellation of Planned Wells and Planned Separator Facilities	21
Section 3.3	Temporary Services	21
Section 3.4	Cooperation	22
Section 3.5	Grant of Access; Real Property Rights	22

ARTICLE MEASUREMENT DEVICES		24

Section 4.1	Measurement Devices	24
Section 4.2	Measurement Procedures	26
Section 4.3	Product Meter Adjustments	26

ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION		27

Section 5.1	Limitations on Service to Third Parties	27
Section 5.2	Tender of Production	27
Section 5.3	Services; Service Standard	27
Section 5.4	Designation of Recycling or Disposal	28
Section 5.5	Suspension/Shutdown of Service	28
Section 5.6	Transportation and Disposal	29

ARTICLE 6 FEES		29

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Section 6.1	Fees	29
Section 6.2	Fee Adjustments	30
Section 6.3	Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters	31

ARTICLE 7 QUALITY SPECIFICATIONS		32

Section 7.1	Quality Specification	32
Section 7.2	Failure to Meet Specifications	32
Section 7.3	Indemnification Regarding Quality	33

ARTICLE 8 TERM		33

Section 8.1	Term	33
Section 8.2	Effect of Termination or Expiration of the Term	33

ARTICLE 9 TITLE AND CUSTODY		34

Section 9.1	Title	34
Section 9.2	Custody	34

ARTICLE 10 BILLING AND PAYMENT		34

Section 10.1	Statements	34
Section 10.2	Payments	35
Section 10.3	Adequate Assurances	35
Section 10.4	Audit	36

ARTICLE 11 REMEDIES		36

Section 11.1	Suspension of Performance; Temporary Release from Dedication	36
Section 11.2	No Election	37
Section 11.3	DIRECT DAMAGES	37

ARTICLE 12 FORCE MAJEURE		37

Section 12.1	Force Majeure	37
Section 12.2	Extension Due to Force Majeure	37

ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE		38

Section 13.1	Changes in Applicable Law	38
Section 13.2	Unprofitable Operations and Rights of Termination	38

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ARTICLE 14 RESERVED		41

Article 15 Indemnification and Insurance		42

Section 15.1	Reciprocal Indemnity	42
Section 15.2	Indemnification Regarding Third Parties	42
Section 15.3	Penalties	42
Section 15.4	Insurance	42

ARTICLE 16 ASSIGNMENT		43

Section 16.1	Assignment of Rights and Obligations under this Agreement	43
Section 16.2	Pre-Approved Assignments	43
Section 16.3	Change of Control	45

ARTICLE 17 OTHER PROVISIONS		45

Section 17.1	Relationship of the Parties	45
Section 17.2	Notices	46
Section 17.3	Entire Agreement; Conflicts	46
Section 17.4	Waivers; Rights Cumulative	46
Section 17.5	Amendment	46
Section 17.6	Governing Law; Arbitration	47
Section 17.7	Parties in Interest	47
Section 17.8	Preparation of Agreement	47
Section 17.9	Severability	47
Section 17.10	Counterparts	47
Section 17.11	Confidentiality	47

ARTICLE 18 PIPELINE UNAVAILABILITY		48

Section 18.1	Effectiveness; Pipeline Unavailability	48
Section 18.2	Exercise of Trucking Election	48
Section 18.3	Delivery of and Title to Trucked Volumes	49
Section 18.4	Unavailability of a SWD Trucking Facility	49
Section 18.5	Testing; Non-Conforming Product	50
Section 18.6	Producer’s Grant of Access	50
Section 18.7	Information	50
Section 18.8	Indemnification in Respect of Trucked Volumes	50
Section 18.9	Invoices from Approved SWD Vendor	50

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EXHIBITS

EXHIBIT A	RESERVED
EXHIBIT B	DOWNTIME FEE REDUCTION
EXHIBIT C	INSURANCE
EXHIBIT D	FORM OF RECORDING MEMORANDUM

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AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO
PRODUCED WATER SERVICES

These AMENDED AND RESTATED AGREEMENT TERMS AND CONDITIONS RELATING TO PRODUCED WATER SERVICES (these “Agreement Terms and Conditions”) are dated as of November 14, 2019 (the “T&C Effective Date”) and (i) shall be effective with respect to each Agreement Addendum to which these Agreement Terms and Conditions are incorporated into and made a part, and shall replace and supersede any previous Agreement Terms and Conditions as of the T&C Effective Date, (ii) shall apply to any subsequently executed Agreement Addendum entered into by any Producer and any Midstream Co. expressly referencing and incorporating these Agreement Terms and Conditions, and (iii) taken together with each such existing or future Agreement Addendum shall constitute, in each case, a single Agreement, separate and apart from any other Agreement governed by these Agreement Terms and Conditions.

Recitals:


A.	Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area (defined below) that require services related to the Product (defined below).


B.	Producer wishes to obtain such services from each Midstream Co (defined below) that executes and delivers an Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.


C.	Producer desires to dedicate all produced water it Controls (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below).


D.	Each Midstream Co that executes and delivers an Agreement Addendum owns and operates an Individual System that gathers Product that is produced together with Producer’s Crude Oil produced from certain oil and gas leases and other interests.

Agreements:

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, the mutual agreements in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Midstream Co, and Producer hereby agree as follows:

Article 1
Definitions

Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

“Adequate Assurance of Performance” has the meaning given to it in Section 10.3.

“Adjustment Year” has the meaning given to it in Section 6.2(a)(ii).

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“Conflicting Dedication”: Producer and its subsidiaries (other than OpCo and its subsidiaries), on the one hand, and OpCo and its subsidiaries, on the other, shall not be considered Affiliates of each other for purposes of this Agreement.

“Agreement” means the applicable Agreement Addendum taken together with these Agreement Terms and Conditions, as modified by such Agreement Addendum.

“Agreement Addendum” means each Midstream Agreement Addendum by and between a Producer and a Midstream Co that expressly states that it is governed by these Agreement Terms and Conditions. “Agreement Addenda” shall be the collective reference to each Agreement Addendum then in effect.

“Agreement Terms and Conditions” has the meaning given to it in the introductory paragraph.

“Applicable Month” has the meaning set forth in Section 6.2(c).

“API” means American Petroleum Institute.

“Approved SWD Vendor” means Midstream Co or a Third Party, in either case, as mutually agreed in writing by the Parties; provided, however, that if an Approved SWD Vendor rejects any Product delivered to a SWD Trucking Facility for quality or safety reasons, then Midstream Co shall be entitled to select an alternative vendor to take title to, store, handle, and dispose of such Product without obtaining Producer’s approval of such vendor, and such vendor shall be deemed an Approved SWD Vendor for such purpose.

“Associated Water” means water that is produced with Crude Oil owned or Controlled by Producer and delivered with such Crude Oil to the Crude Oil Gathering System, which will be separated prior to redelivery of such Crude Oil to Producer. Following separation from Crude Oil and delivery into the System, such water shall cease to be Associated Water and shall be deemed Product.

“Barrel” means a quantity consisting of forty-two Gallons.

“Beneficiary” has the meaning given to it in Section 4.1(g).

“Business Day” means a Day (other than a Saturday or Sunday) on which federal reserve banks are open for business.

“Cancellation Costs” has the meaning given to it in Section 3.2.

“Cancellation Date” has the meaning given to it in Section 3.2.

“Claiming Party” has the meaning given to it in the definition of “Force Majeure”.

“Communications” has the meaning given to it in Section 17.2.

“Completed Connection” has the meaning given to it in Section 3.1(d).

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“Conditional Amount” has the meaning set forth in Section 10.1(a).

“Conflicting Dedication” means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires (i) Producer’s owned or Controlled Product to be trucked from or sold to a Third Party at the lease or to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area or (ii) Producer to utilize a Third Party for any other Services covered by this Agreement. No dedication of acreage shall constitute a Conflicting Dedication if Producer’s requirement under such dedication is to deliver Product from a Delivery Point specified herein. A right of first refusal in favor of an entity other than Original Producer, OpCo, or any of their Affiliates shall be deemed to be a “Conflicting Dedication” if Affiliates of Original Producer are prohibited from providing Services pursuant to the applicable agreement creating such right of first refusal.

“Control” (including the term “Controlled”) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Product, such Product produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to dispose of such Product and Producer elects or is obligated to dispose of such Product on behalf of the applicable Third Party or Affiliate.

“Crude Oil” means crude oil produced from oil or gas wells in the Dedication Area and Controlled by Producer, in its natural form, which may include Associated Water naturally produced therewith.

“Crude Oil Gathering System” means the Crude Oil gathering system used to provide Crude Oil gathering services to Producer.

“Crude Recovery Costs” has the meaning given to it in Section 6.3(b).

“Day” means a 24-hour period of time from 7:00 a.m. Central Time on a calendar day until 7:00 a.m. Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.

“Dedicated Production” means (a) Product owned by Producer and produced from the Dedicated Properties, (b) Product owned by an Affiliate of Producer and produced from a Well operated by Producer within the Dedication Area, and (c) Product produced within the Dedication Area that is owned by a Third Party and under the Control of Producer. Notwithstanding the foregoing, (i) any Product that is temporarily released pursuant to the Releases of Dedication shall not be included in this definition of “Dedicated Production”, (ii) any Product that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedicated Production” immediately upon the effectiveness of such permanent release, and (iii) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any Product that is so assigned shall cease to be included in X’s “Dedicated Production” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedicated Production” as of the effective date of such assignment.

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“Dedicated Properties” means the interests held by Producer or its Affiliates in the oil and gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, (a) any interest that is or was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedicated Properties” for the duration of such temporary release, (b) any interest that is or was permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of “Dedicated Properties” immediately upon the effectiveness of such permanent release and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any interest that is so assigned shall cease to be included in X’s “Dedicated Properties” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedicated Properties” as of the effective date of such assignment.

“Dedications” means the Product Dedication and the Real Property Dedication together, and “Dedication” means the Product Dedication or the Real Property Dedication, as applicable.

“Dedication Area” means, with respect to this Agreement, the area described on the applicable Midstream Agreement Addendum. Notwithstanding the foregoing, (a) any acreage that is or was temporarily released pursuant to the Releases of Dedication shall be deemed not included in this definition of “Dedication Area” for the duration of such temporary release, (b) any acreage that is or was permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedication Area” immediately upon the effectiveness of such permanent release and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s “Dedication Area” and, except when assigned to Y free and clear of the Dedications as provided in Section 16.2, shall solely be included in Y’s “Dedication Area” as of the effective date of such assignment.

“Delivery Point” means the point at which custody transfers from Midstream Co to or for the account of Producer, as each such point is identified in the applicable Agreement Addendum. The custody transfer point may include (a) the facilities of a Downstream Facility, (b) trucks or (c) any other point as may be mutually agreed between the Parties. The Delivery Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Midstream Co, and additional points may become Delivery Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Delivery Points by mutual agreement.

“Development Report” has the meaning given to it in Section 3.1(a).

“Downtime Event” means, with respect to any Facility Segment, or, as applicable, all of the Facilities Segments of an Individual System, a period during which Midstream Co is unable to receive Product into the central facility of such Facility Segment for a reason other than (i) Force Majeure, (ii) an event or condition downstream of the Individual System of which such Facility Segment is a part that was not caused by Midstream Co, (iii) planned maintenance for which Midstream Co provided notice as described in Section 5.5(b)(ii), (iv) Producer’s production exceeding the production forecast in the Development Report on which the applicable Facility Segment was based, or (v) Producer’s noncompliance with this Agreement.

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“Downtime Hours” means, with respect to any Facility Segment, the hours during the Applicable Month during which such Facility Segment was unavailable to provide Services.

“Downtime Percentage” means, with respect to any Facility Segment during the Applicable Month, an amount equal to the quotient of (a) the aggregate number of Downtime Hours during the Applicable Month, divided by (b) the total hours during the Applicable Month.

“Effective Date” has the meaning given to it in the applicable Agreement Addendum.

“Escalation Percentage” means 102.50%.

“Facility Expansion” means the expansion of an existing facility or pipeline, or construction of a new facility or pipeline, which is utilized by more than one Well or Planned Well.

“First Development Report” means the first report delivered by Original Producer to Midstream Co that satisfies the requirements for a Development Report in Section 3.1(a) and Section 3.1(b) (an “Original Report”); and in the event that Producer assigns all or any part of the Dedicated Properties to a Producer Assignee, then with respect to such Producer Assignee, the First Development Report shall not refer to the Original Report but rather to the first Development Report delivered by such Producer Assignee to Midstream Co that satisfies the requirements for such report in Section 3.1(a) and Section 3.1(b).

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commercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party’s control.

“Gallon” means one U.S. Standard gallon measured at 60 degrees Fahrenheit.

“Group” means (a) with respect to Midstream Co, the Midstream Co Group, and (b) with respect to Producer, the Producer Group.

“Inbound Acreage” has the meaning given to it in Section 16.2(b).

“Individual Disposal by Truck Fee” means the Monthly fee for providing Trucked Water Services with respect to Dedicated Production delivered to a SWD Trucking Facility, as set forth opposite the heading “Individual Disposal by Truck Fee” on the applicable Midstream Agreement Addendum, and as such rate may be adjusted from time to time in accordance with the provisions of this Agreement or the applicable Midstream Agreement Addendum; provided that the Individual Disposal by Truck Fee shall accrue only with respect to Dedicated Production delivered by truck to a SWD Trucking Facility.

“Individual Fee” means the Individual First Phase Rate, the Individual Second Phase Rate and the Individual Disposal by Truck Fee; provided that for purposes of the annual escalation in the Individual Fee described in Section 6.2(b), such term shall not include any Reimbursed Amount.

“Individual First Phase Fee” means the fee calculated as described in Section 6.1(i).

“Individual Second Phase Fee” means the Monthly fee for providing Second Phase Services at a particular Individual System, as set forth opposite the heading “Individual Second Phase Fee” on the applicable Midstream Agreement Addendum, provided that the Individual Second Phase Fee shall accrue only with respect to Services performed by Midstream Co on Product flowing through an Individual System.

“Individual System” means the portion of the System beginning at the Receipt Points as described on the applicable Midstream Agreement Addendum and ending at the Delivery Points described on the applicable Midstream Agreement Addendum. The Individual Systems in existence on the Effective Date are more particularly described in writing between Producer and Midstream Co. Additional Individual Systems may be added to the System from time to time in satisfaction of the needs identified by Producer and evidenced

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through amendments to the applicable Midstream Agreement Addendum or the execution and delivery of additional Midstream Agreement Addenda.

“Initial Term” has the meaning given to it in Section 8.1.

“Internal Transfer Point” means the point at which custody transfers from Midstream Co to a Third Party contractor for the provision of Second Phase Services. The Internal Transfer Points for each Individual System in existence on the Effective Date shall be set forth in writing between Producer and Midstream Co, and additional points may become Internal Transfer Points hereunder by mutual agreement of the Parties.

“Interruption Conditions” has the meaning given to it in Section 2.4(b).

“Invoice Month” has the meaning given to it in Section 10.1(a).

“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority.

“Lease Acres” has the meaning given to it in Section 16.2(b)(i)(A).

“Measurement Device” means the lease automatic custody transfer, coriolis, or other metering device or equipment which, along with application of test results (e.g. meter proves, etc.), as required for the Individual System, measure the amount of oil, water, and basic sediment and water, all of which shall conform to industry standards and government regulations, as further described in Article 4.

“Measurement Point” means the Measurement Device that the Parties have agreed in writing will measure the volume of Product moving through the Individual System.

“Meetings of Senior Management” means meetings between senior members of management of Midstream Co and Producer, or, if applicable, senior members of management of an Affiliate of Midstream Co or Producer, respectively, that Controls such entity.

“Midstream Co” means the Original Midstream Co, together with its permitted successors and assigns, including any Midstream Co Assignee.

“Midstream Co Assignee” means any Third Party to whom Midstream Co assigns its rights and obligations in accordance with this Agreement.

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“Modifications” has the meaning given to it in Section 3.1(c).

“Month” means a period of time from 7:00 a.m. Central Time on the first Day of a calendar month until 7:00 a.m. Central Time on the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.

“Monthly Loss/Gain Report” means, with respect to any Invoice Month, the report delivered pursuant to Section 10.1(d), which shall include statements of the following with respect to such Invoice Month: (a) the System Gains/Losses, (b) the Other System Fuel used by Midstream Co in the operation of the Individual System, and (c) the Recovered Oil recovered by Midstream Co and returned to Producer. With respect to any allocated volumes described in clause (c), the information included shall be of sufficient detail such that Producer may verify that the allocation procedures then in effect for the applicable Invoice Month were applied.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business.

“Net Revenue Acres” has the meaning given to it in Section 16.2(b)(i)(A).

“On-Line Deadline” has the meaning given to it in Section 3.1(d).

“OpCo” means Noble Midstream Services, LLC, together with its permitted successors and assigns.

“Operating Hours” has the meaning set forth in Section 6.2(c).

“Original Midstream Co” means the entity identified as the “Midstream Co” in the applicable Midstream Agreement Addendum as of the Effective Date.

“Original Report” has the meaning set forth in the definition of “First Development Report.”

“Other System Fuel” means any natural gas delivered into Midstream Co’s custody by Producer pursuant to a Transaction Document between Producer and Midstream Co and measured and used as fuel by Midstream Co.

“Outbound Acreage” has the meaning given to it in Section 16.2(b).

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“Owner” has the meaning given to it in Section 4.1(g).

“Permits” means any permit, license, approval, or consent from a Governmental Authority.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority, or any other entity.

“Pipeline Unavailability” means any time after the Trucked Water Services Commencement Date during which the Individual System is not capable of accepting or transporting volumes of Product for any reason, including Pre-Connection Water that exceeds the capacity of the Individual System, Pre-Connection Water at a time when the Individual System is not yet online, curtailments on the Individual System and interruptions of Service.

“Planned Separator Facility” has the meaning given to it in Section 3.1(b).

“Planned Well” has the meaning given to it in Section 3.1(b).

“Pre-Connection Water” means the water-based solution that flows back to the surface during and after the completion of hydraulic fracturing a Well.

“Pre-Connection Period” means, with respect to a Well, the period of time commencing on the Day Pre-Connection Water begins to return to the surface and ending on the earlier of the date (a) on which such Well or the Separator Facility to which such Well is connected is connected to the Individual System or (b) that is 10 Days following the first Day of the applicable Pre-Connection Period.

“Producer” means the Original Producer, together with its permitted successors and assigns, including any Producer Assignee.

“Producer Assignee” means any Person to whom Original Producer or any subsequent Producer sells, assigns, or otherwise transfers acreage subject to the Dedications.

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“Producer Group” means Producer, its Affiliates, and the directors, officers, employees, and agents of Producer and its Affiliates.

“Producer Meters” means any Measurement Device owned and operated by Producer (or caused to be installed or operated by Producer).

“Product” means water that originates in the geologic formations and is produced as a byproduct of Producer’s development and operation of the Wells that are located in the Dedication Area, including Pre-Connection Water and any Recovered Oil; provided that any water that is Associated Water shall not constitute Product hereunder until such time as it has been separated from Crude Oil and ceases being Associated Water. The term “Product” as used in this Agreement shall refer to all water that is in the Individual System from Receipt Point to Delivery Point, whether such water is in the form of saltwater or water that has completed the recycling and treating processes. In the event Producer exercises its Trucking Election, the term “Product” shall refer to all water that is accepted for delivery at a SWD Trucking Facility for the account of Midstream Co.

“Product Dedication” means the dedication and commitment made by Producer pursuant to Section 2.1(a).

“Proposed Transaction” has the meaning given to it in Section 16.2(b).

“Real Property Dedication” means the dedication and commitment made by Producer pursuant to the first sentence in Section 2.1(b) and pursuant to Section. 2.5.

“Receipt Point” means the point at which custody transfers from Producer to Midstream Co as each such point is identified in the applicable Agreement Addendum. The custody transfer point may include: (a) each of the connecting flanges through which Product travels after it has been separated from crude oil on the System located at or near the applicable Separator Facility, which flanges connect such Separator Facility to the System, (b) with respect to water that is separated from crude oil at a point in the System other than the Separator Facility, the point at which such Product is delivered into the System or (c) any other point as may be mutually agreed between the Parties. The Receipt Points in existence on the Effective Date shall be set forth in writing between Producer and Midstream Co, and additional points may become Receipt Points hereunder upon mutual agreement of the Parties as construction is completed on additional facilities in satisfaction of the needs identified by Producer and the Parties shall continuously update the list of Receipt Points by mutual agreement.

“Redetermination Deadline” has the meaning given to it in Section 6.2(a)(ii).

“Redetermination Proposal” has the meaning given to it in Section 6.2(a)(i).

“Redetermined Individual Fee” has the meaning given to it in Section 6.2(a)(i).

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“Reimbursed Amount” has the meaning given to it in Section 10.1(a).

“Release Conditions” has the meaning given to it in Section 2.4(a).

“Releases of Dedication” is not applicable to Original Producer. For purposes of this Agreement there have been no Releases of Dedication.

“Rules” has the meaning given to it in Section 17.6.

“Second Phase Services” has the meaning set forth in the definition of “Services”.

“Services” means: (a) the receipt of Producer’s owned or Controlled Product at the Receipt Points (including Recovered Oil as set forth in the approved System Plan); (b) the collection and gathering of such Product; (c) the storage of Product; (d) the cleaning of Product; (e) the removal of the Recovered Oil from the Product prior to the delivery of Product to the applicable Internal Transfer Point; (f) the delivery of Recovered Oil into the Crude Oil Gathering System at an appropriate Delivery Point; (g) the delivery of the Product to the applicable Internal Transfer Point; (h) the further cleaning, transportation from the applicable Internal Transfer Point to the applicable Delivery Point, and disposal of Product, as applicable (this clause (h), the “Second Phase Services”), (i) Trucked Water Services and (j) the other services to be performed by Midstream Co in respect of such Product as set forth in this Agreement and the System Plan for an Individual System, all in accordance with the terms of this Agreement (including any services with respect to metering services).

“Services Fee” means, collectively, the fees described in Section 6.1.

“Standard & Poor’s” means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., or any successor to its statistical rating business.

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“State” means the state in which the Individual System is located.

“SWD Trucking Facility” means an Approved SWD Vendor’s saltwater disposal well that Midstream Co has designated for disposal of Dedicated Production that is transported by truck.

“System Gains/Losses” means any Product, in terms of Barrels, received into the Individual System that is lost, gained, or otherwise not accounted for.

“System Plan” has the meaning given to it in Section 3.1(c).

“T&C Effective Date” has the meaning given to it in the introductory paragraph.

“Tender” means the act of Producer’s making Product available or causing Product to be made available to the System at a Receipt Point. “Tendered” shall have the correlative meaning.

“Term” has the meaning given to it in Section 8.1.

“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to this Agreement.

“Third Party Assignment” has the meaning given to it in Section 16.1(a).

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“Transporter” means a wastewater truck transportation company engaged by Producer or Midstream Co, as applicable, to transport Trucked Volumes to the SWD Trucking Facility.

“Trucked Volumes” has the meaning given to it in Section 18.3(a).

“Trucked Water Services” means, at any time when Producer has exercised its Trucking Election, Midstream Co shall make arrangements for the disposal of Dedicated Production that arrives by truck at the applicable SWD Trucking Facility. In addition, in connection with a Trucking Election, (a) during a Pre-Connection Period, if Producer requests and Midstream Co agrees, then with Producer’s reasonable cooperation, Midstream Co will arrange for the dispatching of the applicable trucks to the applicable SWD Trucking Facility and otherwise coordinate the water hauling trucks and (b) at all other times during a Pipeline Unavailability in which Producer has made a Trucking Election, Midstream Co shall arrange for the dispatching of the applicable trucks to the applicable SWD Trucking Facility and otherwise coordinate the water hauling trucks.

“Trucked Water Services Commencement Date” has the meaning given to it in Section 2.3(b).

“Trucking Election” has the meaning given to it in Section 2.3(b).

Section 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in Section 1.1 above have the meanings ascribed to them throughout this Agreement.

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“shall” have the same meaning, force and effect. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law, contract or other agreement mean such Law, contract or agreement as it may be amended, supplemented, released, revised, replaced, or otherwise modified from time to time. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to these Agreement Terms and Conditions, the date that is the reference date in calculating such period shall be excluded; and if the last Day of such period is not a Business Day, then such period shall end at the end of the next succeeding Business Day.

Article 2
Product Dedication and Real Property Dedication

Section 2.1 Producer’s Dedications. Subject to Section 2.2 through Section 2.4, during the Term:

(a) Product Dedication. Producer exclusively dedicates and commits to deliver to Midstream Co under this Agreement, as and when produced, all of the Dedicated Production and agrees not to deliver any Dedicated Production to any other gatherer, purchaser, or other Person prior to delivery to Midstream Co at the Receipt Points.

(b) Real Property Dedication. Producer grants, dedicates, and commits the Dedicated Properties to Midstream Co and this Agreement for the performance of the Services pursuant to this Agreement. Except for the Parties’ performance of their obligations under this Agreement, no further performance is required by either Party to effectuate the Real Property Dedication.

Section 2.2 Conflicting Dedications.

(a) Notwithstanding anything in this Agreement to the contrary, Producer shall have the right to comply with (i) each of the Conflicting Dedications existing on the Effective Date of the applicable Agreement Addendum or, in the case of a Producer Assignee, the effective date of such assignment, and (ii) any other Conflicting Dedication applicable as of the date of acquisition of any oil and gas leases, mineral interests, and other similar interests within the Dedication Area that are acquired by Producer after the Effective Date of the applicable Agreement Addendum and otherwise would have become subject to the Dedications (but not any Conflicting Dedications entered into in connection with such acquisition). Without the prior written consent of Midstream Co (which shall not be unreasonably withheld), Producer shall not extend or renew any Conflicting Dedication and shall terminate each Conflicting Dedication as soon as permitted under the underlying contract without causing Producer to incur any costs or expenses deemed unreasonable or inappropriate in the opinion of Producer and shall not enter into any new Conflicting Dedication. If services of the type provided hereunder are being provided to Producer by a Third Party with respect to Dedicated Properties under a Conflicting Dedication, then 180 Days prior to the expiration of such Conflicting Dedication, if requested by Producer, Midstream Co and Producer shall have a Meeting of Senior Management (unless both Parties agree that a Meeting of Senior Management is not required) to assess whether Midstream Co is ready, willing and able to begin providing Services with respect to such Dedicated Properties concurrently with the anticipated expiration or termination of the applicable Conflicting Dedication. If Midstream Co cannot provide Producer such assurances, then Midstream Co shall deliver to Producer a written consent to the extension of the applicable Conflicting Dedication. In no event shall Producer be required to begin using Services provided by Midstream Co on a Day other than the first Day of a Month.

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Section 2.3 Producer’s Reservation. Producer reserves the following rights respecting Dedicated Production for itself:

(b) following the date set forth in writing between Producer and Midstream Co (such date as it may be updated by Midstream Co and Producer, the “Trucked Water Services Commencement Date”), Producer may elect to deliver or have delivered Dedicated Production directly to a SWD Trucking Facility during any Pipeline Unavailability as provided in Section 18.2 (the “Trucking Election”); and

Section 2.4 Releases from Dedication.

(a) Permanent Releases. Midstream Co shall permanently release from the Dedications: (i) any Dedicated Production from any Well, Dedicated Properties, or Spacing Unit affected by one or more of the Release Conditions, (ii) any Dedicated Production that would have been delivered to a Separator Facility affected by one or more of the Release Conditions, (iii) any Dedicated Properties affected by one or more of the Release Conditions and (iv) any Purchased Dedicated Production for which the Individual System has been affected by one or more of the Release Conditions. The “Release Conditions” are:

(i) Midstream Co’s election (x) pursuant to Section 3.1(c) not to provide Services for any Well or Separator Facility included in a Development Report delivered by a Producer that is not the Original Producer or (y) pursuant to Section 3.3(b) not to provide Services for (1) any Well or Separator Facility for which Producer failed to deliver a Development Report on or before the applicable deadline set forth in Section 3.1(a), (2) any Well or Separator Facility not described in the applicable Development Report or (3) any excess volume of Product produced from any Well during any Day that exceeds the volume included in Producer’s estimate set forth in the most recent Development Report delivered to Midstream Co;

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(ii) expiration of the Term, as further described in Section 8.2;

(v) Midstream Co’s interruption or curtailment of receipts and deliveries of Product from any Well or Separator Facility pursuant to Section 5.5 that continues for 90 Days or more, except to the extent (A) such interruption or curtailment is caused by the acts or omissions of Producer, or (B) Producer elects to reduce the Individual First Phase Fee with respect to any volumes that are affected by a Downtime Event pursuant to Section 6.2(c);