DCP MIDSTREAM, LLC, ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE INDENTURE DATED AS OF MAY 21, 2013 SUBORDINATED DEBT SECURITIESIndenture • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • New York
INDENTURE, dated as of May 21, 2013, among DCP MIDSTREAM, LLC, a Delaware limited liability company (herein called the “Company”), having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (herein called the “Trustee”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LPDCP Midstream Partners, LP • November 7th, 2006 • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LP dated as of November 1, 2006, is entered into by and between DCP Midstream GP, LP, a Delaware limited partnership, as the General Partner, and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Fifth Amendment To Receivables Financing AgreementReceivables Financing Agreement • November 3rd, 2022 • DCP Midstream, LP • Natural gas transmission • New York
This Receivables Financing Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of August 13, 2018 by and among the following parties:
DCP MIDSTREAM OPERATING, LP, AS ISSUER, ANY GUARANTORS PARTY HERETO, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee INDENTURE Dated as of September 30, 2010 Debt SecuritiesIndenture • September 30th, 2010 • DCP Midstream Partners, LP • Natural gas transmission • New York
INDENTURE (the “Indenture”), dated as of September 30, 2010, among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Company”), located at 370 17th Street, Suite 2775, Denver, CO 80202, any Guarantors (as defined herein) party hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2014 by and among DCP MIDSTREAM PARTNERS, LP, as Parent, DCP MIDSTREAM OPERATING, LP, as Borrower, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • May 7th, 2014 • DCP Midstream Partners, LP • Natural gas transmission • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LPDCP Midstream Partners, LP • December 12th, 2005 • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LP dated as of December 7, 2005, is entered into by and between DCP Midstream GP, LP, a Delaware limited partnership, as the General Partner, and Duke Energy Field Services, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
DCP MIDSTREAM OPERATING, LP $500,000,000 5.625% Senior Notes due 2027 guaranteed by DCP Midstream, LP UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • DCP Midstream, LP • Natural gas transmission • New York
applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of the statutes of any other applicable state of organization); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Oper
AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM GP, LLCLimited Liability Company Agreement • March 5th, 2009 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
This Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of DCP Midstream GP, LLC (the “Company”) is hereby adopted, executed and agreed to by DCP Midstream, LLC as Sole Member (“Sole Member”) of the Company.
Commercial Paper Dealer Agreement among DCP Midstream Operating, LP, as Issuer DCP Midstream Partners, LP, as Guarantor and as DealerCommercial Paper Dealer Agreement • October 29th, 2013 • DCP Midstream Partners, LP • Natural gas transmission • New York
This Commercial Paper Dealer Agreement (as the same may be amended, modified or amended and restated from time to time, this “Agreement”) sets forth the understandings among the Issuer, the Guarantor and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
Sixth Supplemental IndentureDated as of March 13, 2014to IndentureDated as of September 30, 2010 2.70% Senior Notes due 20195.60% Senior Notes due 2044Supplemental Indenture • March 13th, 2014 • DCP Midstream Partners, LP • Natural gas transmission • New York
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”) is made as of March 13, 2014, by and between DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Company”), DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LPDCP Midstream Partners, LP • April 14th, 2008 • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of DCP Midstream Partners, LP (the “Partnership”) is hereby adopted by DCP Midstream GP, LP, a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT This Confidential Separation Agreement, Waiver, and Release (the “Agreement”) is a contract between Wouter T. van Kempen...Confidential Separation Agreement • February 17th, 2023 • DCP Midstream, LP • Natural gas transmission
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 18, 2022 by and among DCP MIDSTREAM, LP, as Parent, DCP MIDSTREAM OPERATING, LP, as Borrower, the Lenders referred to herein, as Lenders, MIZUHO BANK, LTD., as Administrative Agent,...Credit Agreement • March 22nd, 2022 • DCP Midstream, LP • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2007 • DCP Midstream Partners, LP • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 29, 2007, by and among DCP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and the Purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
CONTRIBUTION AGREEMENT among DCP LP Holdings, LLC, DCP Midstream, LLC and DCP Midstream Partners, LP February 27, 2013Contribution Agreement • February 27th, 2013 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
This Contribution Agreement (“Agreement”) is dated as of February 27, 2013 (the “Execution Date”) and is by and among DCP LP Holdings, LLC, a Delaware limited liability company (“HOLDINGS”), DCP Midstream, LLC, a Delaware limited liability company (“MIDSTREAM”), and DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”). HOLDINGS, MIDSTREAM, and MLP are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP EAST TEXAS HOLDINGS, LLC DATED JULY 1, 2007 BETWEEN DCP MIDSTREAM, LLC AND DCP ASSETS HOLDING, LPLimited Liability Company Agreement • July 2nd, 2007 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), dated as of July 1, 2007, by and between DCP MIDSTREAM, LLC (the “Midstream Member”), a Delaware limited liability company, and DCP ASSETS HOLDING, LP (the “MLP Member”), a Delaware limited liability company.
DCP Services, LLC Strategic Performance Unit Grant AgreementDCP Midstream, LP • February 26th, 2018 • Natural gas transmission • Colorado
TERM LOAN AGREEMENT dated as of November 1, 2012 by and among DCP MIDSTREAM PARTNERS, LP, as Parent, DCP MIDSTREAM OPERATING, LP, as Borrower, the Lenders referred to herein, as Lenders, SUNTRUST BANK, as Administrative Agent, THE BANK OF...Term Loan Agreement • November 7th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • New York
TERM LOAN AGREEMENT, dated as of November 1, 2012, by and among DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Parent”), DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and SUNTRUST BANK, as Administrative Agent for the Lenders.
GENERAL PARTNERSHIP AGREEMENT OF DCP SC TEXAS, GP DATED NOVEMBER 2, 2012 AMONG DCP LP HOLDINGS, LLC, DCP SC TEXAS HOLDINGS, LLC AND DCP SOUTH CENTRAL TEXAS HOLDINGS LLCGeneral Partnership Agreement • November 7th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
This AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (the “Agreement”), dated effective as of November 1, 2012, by and among DCP LP HOLDINGS, LLC, a Delaware limited liability company and wholly owned subsidiary of DCP MIDSTREAM, LLC (the “Midstream Partner”), DCP SC TEXAS HOLDINGS LLC, a wholly owned subsidiary of the Midstream Partner (“DCP SC”), and DCP SOUTH CENTRAL TEXAS HOLDINGS LLC, a Delaware limited liability company and wholly owned subsidiary of DCP ASSETS HOLDING, LP (the “MLP Partner”).
DCP MIDSTREAM OPERATING, LP AS ISSUER, DCP MIDSTREAM, LP AS GUARANTOR AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE Tenth Supplemental Indenture Dated as of November 19, 2021 to Indenture Dated as of September 30, 2010 3.250% Senior...Supplemental Indenture • November 19th, 2021 • DCP Midstream, LP • Natural gas transmission • New York
THIS TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”) is made as of November 19, 2021, by and between DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Company”), DCP MIDSTREAM, LP (formerly DCP Midstream Partners, LP), a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
CONTRIBUTION AGREEMENT among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLCContribution Agreement • February 26th, 2014 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
This Contribution Agreement (“Agreement”) is dated as of February 25, 2014 (the “Execution Date”) and is by and among DCP LP Holdings, LLC, a Delaware limited liability company (“HOLDINGS”), DCP Midstream GP, LP, a Delaware limited partnership (“GP”), DCP Midstream, LLC, a Delaware limited liability company (“MIDSTREAM”), and DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”). HOLDINGS, GP, MIDSTREAM, and MLP are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
COMMON UNIT PURCHASE AGREEMENT BY AND AMONG DCP MIDSTREAM PARTNERS, LP AND THE PURCHASERSCommon Unit Purchase Agreement • June 29th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • New York
COMMON UNIT PURCHASE AGREEMENT, dated as of June 25, 2012 (this “Agreement”), by and among DCP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LPContribution Agreement • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
This Amendment No. 3 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the “Partnership Agreement”), is entered into and is effective as of January 1, 2017, by DCP Midstream GP, LP, a Delaware limited partnership (the “General Partner”), in its capacity as the general partner of the Partnership, pursuant to the authority granted to the General Partner in Article XIII of the Partnership Agreement, and in its individual capacity as the sole holder of the Incentive Distribution Rights. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
DCP MIDSTREAM PARTNERS, LP 4,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTLetter Agreement • March 2nd, 2012 • DCP Midstream Partners, LP • Natural gas transmission • New York
CREDIT AGREEMENT Dated as of December 7, 2005 among DCP MIDSTREAM OPERATING, LP as the Borrower, DCP MIDSTREAM PARTNERS, LP and its subsidiaries as Guarantors, THE LENDERS PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent...Credit Agreement • December 12th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT (this “Credit Agreement”), dated as of December 7, 2005, is entered into among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Parent”) and all Subsidiaries of the Parent (collectively, the “Guarantors”), the Lenders (as defined herein) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Agent”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN DCP MIDSTREAM, LP, AS SELLER AND DCP MIDSTREAM PARTNERS, LP, AS BUYER DATED FEBRUARY 25, 2014Purchase and Sale Agreement • February 26th, 2014 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
This Purchase and Sale Agreement (“Purchase Agreement”) is made and entered into effective as of this 25th day of February, 2014 (the “Effective Date”), by and between DCP Midstream, LP, a Delaware limited partnership (“Seller”), having its principal operating office at 370 17th Street, Suite 2500, Denver, CO 80202, and DCP Midstream Partners, LP, a limited partnership organized under the State of Delaware, having its office at 370 17th Street, Suite 2500, Denver, CO 80202 (referred to herein as “Buyer”). Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
PROPANE SALES CONTRACTPropane Sales Contract • August 8th, 2008 • DCP Midstream Partners, LP • Natural gas transmission • New York
This Propane Sales Contract (this “Contract”) is entered into effective May 1, 2008 between Spectra Energy Propane LLC (“Seller”) and Gas Supply Resources LLC (“Buyer”). (Seller and Buyer being referred to collectively as the “Parties” and individually, as a “Party”)
SERVICES AND EMPLOYEE SECONDMENT AGREEMENT BY AND BETWEEN DCP SERVICES, LLC AND DCP MIDSTREAM PARTNERS, LPServices and Employee Secondment Agreement • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
This SERVICES AND EMPLOYEE SECONDMENT AGREEMENT (this “Agreement”) is entered into this 1st day of January, 2017 (the “Effective Date”), by and between DCP SERVICES, LLC, a Delaware limited liability company (“Service Provider”), and DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Owner”). Service Provider and Owner are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2012, by and among DCP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and the Purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
DCP Services, LLC Restricted Phantom Unit Grant AgreementDCP Midstream, LP • May 10th, 2017 • Natural gas transmission • Colorado
DCP Midstream, LP Form of Strategic Performance Unit Award AgreementDCP Midstream, LP • February 19th, 2021 • Natural gas transmission • Colorado
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Gathering Agreement • November 18th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • Texas
OMNIBUS AGREEMENT AMONG DUKE ENERGY FIELD SERVICES, LLC DCP MIDSTREAM GP, LLC DCP MIDSTREAM GP, LP DCP MIDSTREAM PARTNERS, LP AND DCP MIDSTREAM OPERATING, LPOmnibus Agreement • December 12th, 2005 • DCP Midstream Partners, LP • Natural gas transmission
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Duke Energy Field Services, LLC, a Delaware limited liability company (“DEFS”), DCP Midstream GP, LLC, a Delaware limited liability company (“DCP LLC”), DCP Midstream GP, LP, a Delaware limited partnership (the “General Partner”), DCP Midstream Partners, LP, a Delaware limited partnership (the “MLP”) and DCP Midstream Operating, LP (the “OLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
DCP MIDSTREAM OPERATING, LP $400,000,000 3.250% Senior Notes due 2032 guaranteed by DCP Midstream, LP UNDERWRITING AGREEMENTDCP Midstream, LP • November 5th, 2021 • Natural gas transmission • New York
applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of the statutes of any other applicable state of organization); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Oper
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM, LPPartnership Agreement • November 8th, 2019 • DCP Midstream, LP • Natural gas transmission • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM, LP dated as of November 6, 2019, is entered into by and between DCP Midstream GP, LP, a Delaware limited partnership, as the General Partner, and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
