Omnibus Agreement Amendment. (a) The definition of “Limit Period” in Section 1.1 of the Omnibus Agreement is hereby replaced in its entirety with the following:
Omnibus Agreement Amendment. (a) Section 2.11 is hereby replaced in its entirety with the following:
Omnibus Agreement Amendment. The following sections of the Omnibus Agreement are hereby amended:
Omnibus Agreement Amendment. (a) The definition of “Fixed Margin Amount” in Section 1.1(b) is hereby replaced in its entirety with the following:
Omnibus Agreement Amendment. (a) The Omnibus Agreement is hereby amended by replacing Exhibits 5 and 6 with the respective Exhibits attached to this Amendment.
Omnibus Agreement Amendment. The Omnibus Agreement is hereby amended by replacing Section 3.3(a) in its entirety with the following: "The amount for which DEFS shall be entitled to reimbursement from the Partnership Group pursuant to Section 3.1(b) for general and administrative expenses associated with the original assets that were part of the MLP’s initial public offering shall be a fixed fee equal to $4.8 million through calendar year 2006 (the “IPO G&A Expenses Limit”). After calendar year 2006, the IPO G&A Expenses Limit shall be increased annually by the percentage increase in the Consumer Price Index - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year (the "CPI Adjustment"). The amount for which DEFS shall be entitled to reimbursement from the Partnership Group pursuant to Section 3.1(b) for general and administrative expenses associated with the contribution of the GSR assets to the MLP in the Contribution Agreement shall be a fixed fee equal to $2.0 million for calendar years 2006 and 2007 (the "GSR G&A Expenses Limit"), but shall be prorated for calendar year 2006 based on the number of days remaining in calendar year 2006 following the Closing Date (as that term is defined in the Contribution Agreement). After calendar year 2007, the GSR G&A Expenses Limit shall be increased by the CPI Adjustment. In the event that the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands following the date of this Agreement, then the IPO G&A Expenses Limit and/or GSR G&A Expenses Limit shall be appropriately increased in order to account for adjustments in the nature and extent of the general and administrative services by DEFS to the Partnership Group, with any such increase subject to the approval of both the Special Committee of DCP LLC’s Board of Directors and DEFS. For time periods after calendar year 2008, DEFS and the General Partner will determine the amount of general and administrative expenses that will be properly allocated to the Partnership in accordance with the terms of the Partnership Agreement.
Omnibus Agreement Amendment. (a) Section 3.2(a) is hereby replaced in its entirety with the following: “Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive from the Partnership Group pursuant to Section 3.1 for selling, general and administrative costs during any particular quarter beginning with the first full quarter following the consummation of the Partnership’s acquisition of certain assets in the transaction (the “MidCon Acquisition”) contemplated by that certain Purchase and Sale Agreement dated as of February 27, 2014, between MidCon Compression, L.L.C., an Oklahoma limited liability company, and the Operating Company and ending with the quarter that concludes at the end of the Limit Period shall not exceed $17.7 million (the “SG&A Limit”); provided, that with respect to the quarter during which the MidCon Acquisition is consummated, the SG&A Limit shall be the sum of (A) the product of $15.0 million multiplied by a fraction of which the numerator is the number of days in such period prior to consummation of the MidCon Acquisition and of which the denominator is 91 and (B) the product of $17.7 million multiplied by a fraction of which the numerator is the number of days in such period on and after consummation of the MidCon Acquisition and of which the denominator is 91. The SG&A Limit shall be reduced by any cash selling, general and administrative costs incurred directly by the Partnership Group during the applicable period. In the event that during the Limit Period the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands after consummation of the MidCon Acquisition, then the Parties shall negotiate in good faith any appropriate increase in the SG&A Limit in order to account for any adjustments in the nature and extent of the selling, general and administrative services provided by the Exterran Entities to the Partnership Group, with any such increase in the SG&A Limit subject to the approval of the Conflicts Committee.”
Omnibus Agreement Amendment. The Omnibus Agreement is hereby amended by replacing Section 3.3(a) in its entirety with the following: The amount for which DCPM shall be entitled to reimbursement from the Partnership Group pursuant to Section 3.1(b) for general and administrative expenses (excluding direct xxxx items associated with public company and audit costs and insurance) shall be determined in accordance with the following:
Omnibus Agreement Amendment. (a) Section 2.11 is hereby replaced in its entirety with the following: “Termination. Unless this Agreement has otherwise terminated pursuant to Section 8.4, this Article II shall terminate on December 31, 2015. In addition, unless this Agreement has otherwise been terminated pursuant to Section 8.4 or this Article II has otherwise been terminated pursuant to the first sentence of this Section 2.11, Sections 2.1, 2.2, 2.3, 2.4 and 2.6 shall terminate upon a Change of Control of Exterran; provided, that in the event of such a termination, the Exterran Entities shall continue to be prohibited until December 31, 2015, without the prior written approval of the Conflicts Committee, from providing (whether directly, including through the acquisition of equipment, or indirectly through the acquisition of or investment in equity or debt securities of any Person) Competitive Services to a particular Partnership Customer at the particular Site at which the Partnership Group was providing Competitive Services to such Partnership Customer on the date of the Change of Control of Exterran.”
Omnibus Agreement Amendment. The Omnibus Agreement shall have been amended substantially in the form of Exhibit L.
