SECOND AMENDMENT TO OMNIBUS AGREEMENT
SECOND
AMENDMENT
TO
This
Second Amendment to Omnibus Agreement (this "Amendment")
is
dated as of November 1, 2006 and entered into 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 Amendment each as a
"Party"
and
collectively as the "Parties".
RECITALS
| A. |
The
Parties entered into that certain Omnibus Agreement dated as of December
7, 2005, as amended by that certain First Amendment to Omnibus Agreement
dated April 1, 2006 (together referred to as the "Omnibus
Agreement")
(capitalized terms used but not defined herein shall have the meaning
given thereto in the Omnibus
Agreement).
|
| B. |
The
Parties desire to amend Section
3.3
of
the Omnibus Agreement to adjust the fixed general and administrative
expenses to take into account the Gas Supply Resources LLC assets
("GSR")
transferred to the MLP in the transaction set forth in that certain
Contribution Agreement between DCP LP Holdings, LP and the MLP, dated
as
of October 9, 2006 (the "Contribution
Agreement").
|
FOR
GOOD AND VALUABLE CONSIDERATION,
the
receipt and sufficiency of which is hereby acknowledge, the Parties hereby
agree
as follows:
| 1. |
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.
1
|
2.
|
Acknowledgement.
Except as amended hereby, the Omnibus Agreement shall remain in full
force
and effect as previously executed, and the Parties hereby ratify
the
Omnibus Agreement as amended
hereby.
|
|
3.
|
Counterparts.
This Amendment may be executed in one or more counterparts, all of
which
shall be considered one and the same agreement, and shall become
effective
when one or more counterparts have been signed by each of the Parties
hereto and delivered (including by facsimile) to the other
Parties.
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
2
EACH
OF THE UNDERSIGNED,
intending to be legally bound, has caused this Amendment to be duly executed
and
delivered to be effective as of October 31, 2006, regardless of the actual
date
of execution of this Amendment.
| DUKE ENERGY FIELD SERVICES, LLC | ||
| |
|
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| By: | /s/ Xxxx Xxxxx | |
|
Name:
Xxxx X. Xxxxx
Title:
Vice President
|
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| DCP MIDSTREAM GP, LLC | ||
| |
|
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| By: | /s/ Xxxx X. Xxxxx | |
|
Name:
Xxxx X. Xxxxx
Title:
Vice President
|
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DCP
MIDSTREAM GP, LP
By:
DCP MIDSTREAM GP, LLC, its general partner
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| |
|
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| By: | /s/ Xxxx X. Xxxxx | |
|
Name:
Xxxx X. Xxxxx
Title:
Vice President
|
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| DCP
MIDSTREAM PARTNERS, LP
By:
DCP MIDSTREAM GP, LP, its general partner
By:
DCP MIDSTREAM GP, LLC, its general partner
|
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| |
|
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| By: | /s/ Xxxx X. Xxxxx | |
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Name:
Xxxx X. Xxxxx
Title:
Vice President
|
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| DCP MIDSTREAM OPERATING, LP | ||
| |
|
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| By: | /s/ Xxxx X. Xxxxx | |
|
Name: Xxxx X. Xxxxx
Title: Vice
President
|
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