Amendment 02 to that certain Second Amended and Restated Produced Water Services Agreement, dated as of July 1, 2018, among Noble Energy, Inc., as Producer, and Green River DevCo LP

When Recorded, Mail To:

Attn: DJ Land Manager

1625 Broadway, Suite 2200

Denver, CO 80202

This AMENDMENT 02 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the “Producer”) and Green River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of July 1, 2018 (the “Amendment Effective Time”). This Amendment modifies that certain Second Amended and Restated Produced Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number GRMU03-PW and is comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with (ii) that certain Second Amended and Restated Agreement Addendum 03, effective as of March 31, 2016, as amended by Amendment 01, effective as of September 1, 2016 (the “Agreement Addendum”). The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall constitute one contract and shall be the Agreement of the Parties.

WHEREAS, capitalized terms used herein have the meanings assigned to such terms in the Agreement Terms and Conditions.

WHEREAS, the Parties acknowledge that the purpose of this Amendment is make certain technical modifications.

WHEREAS, the Parties agree and acknowledge that amendments to the Agreement Terms and Conditions set forth herein constitute an amendment only to the Agreement and not to any other agreement in respect of produced water services to which Producer or Midstream Co is a party.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein and the mutual agreements in the Agreement, Midstream Co and Producer hereby agree as follows:

1.Amendment.

1.1    Agreement Addendum. The row entitled “Individual First Phase Fee” in the Agreement Addendum is hereby deleted in its entirety and replaced with the following:

2.    Confirmation. Except as provided by in Section 2 of this Amendment, the provisions of the Agreement, as amended by this Amendment, shall remain in full force and effect following the effectiveness of this Amendment. No provision of the Agreement is amended or otherwise modified hereby, except as expressly stated herein.

3.    No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Party to the Agreement, nor constitute a waiver of any provision of the Agreement. On and after the Amendment Effective Time, this Amendment shall for all purposes constitute a part of the Agreement.

4.    Counterparts. This Amendment 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.

5.    Governing Law. This Amendment 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.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement in duplicate originals to be effective as of the Amendment Effective Date.

“Producer”

By: /s/ Gary W. Willingham    

Name:    Gary W. Willingham        

Title:    Executive Vice President    

STATE OF TEXAS    )

) ss.

COUNTY OF HARRIS    )

The foregoing instrument was acknowledged before me this 2nd day of August, 2018, by Gary W. Willingham as Executive Vice President of Noble Energy, Inc., a Delaware corporation.

WITNESS my hand and official seal.

My commission expires: 5/05/2022

Notary Public

“Midstream Co”

By:    Green River DevCo GP LLC, as its general partner

By: Noble Midstream Services, LLC, as its sole member

By: /s/ John F. Bookout, IV    

Name:    John F. Bookout, IV        

Title:    Chief Financial Officer    

STATE OF TEXAS    )

) ss.

COUNTY OF HARRIS    )

The foregoing instrument was acknowledged before me this 2nd day of August, 2018, by John F. Bookout, IV as Chief Financial Officer of Noble Midstream Services, LLC, which is the sole member of Green River DevCo GP LLC, which is the general partner of Green River DevCo LP, a Delaware limited partnership.

WITNESS my hand and official seal.

My commission expires: 5/05/2022

/s/ Joanne Garner    

Notary Public