SEVENTH AMENDMENT TO OMNIBUS AGREEMENT
SEVENTH
AMENDMENT
TO
This
Seventh Amendment to Omnibus Agreement (this "Amendment")
is
dated as of October 1, 2008 and entered into by and among DCP Midstream, LLC,
a
Delaware limited liability Company ("DCPM"),
DCP
Midstream GP, LLC, a Delaware limited liability company ("DCPM
GP 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, Second Amendment to Omnibus Agreement dated
November
1, 2006, Third Amendment to Omnibus Agreement dated May 9, 0000,
Xxxxxx
Xxxxxxxxx to Omnibus Agreement dated July 1, 2007, Fifth Amendment
to
Omnibus Agreement dated August 7, 2007 and Sixth Amendment to Omnibus
Agreement dated August 29, 2007 (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.
|
Section
3.3
of
the Omnibus Agreement currently addresses the fixed general and
administrative expenses for the original assets that were part of
the
MLP’s initial public offering, 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 "GSR
Contribution Agreement"),
the assets acquired by the MLP from Anadarko Anadarko Gathering Company
and Anadarko Energy Services Company in the transaction set forth
in that
certain Purchase and Sale Agreement dated March 7, 2007 (the "Panther
PSA"),
the 40% interest in Discovery Producer Services, LLC (the general
and
administrative expenses for the MLP’s 25% interest in DCP East Texas
Holdings, LLC is addressed in the limited liability company agreement
for
that entity) transferred to the MLP in the transaction set forth
in that
certain Contribution Agreement between DCP LP Holdings, LP and the
MLP
dated May 23, 2007 (the "Columbus
Contribution Agreement"),
and the membership interest in Momentum Energy Group, LLC transferred
to
the MLP in the transaction set forth in that certain Contribution
and Sale
Agreement dated May 21, 2007 among Gas Supply Resources Holdings,
Inc.,
("GSR
HOLDINGS"),
DCPM, and the MLP (the "Bass
Contribution Agreement")
and the adjustments to take into account three additional full time
equivalents and extending the term through December 31, 2009 that
was
dated August 7, 2007 (the "2007
Adjustment").
|
|
C.
|
The
Parties desire to amend Section
3.3
of
the Omnibus Agreement to adjust the fixed general and administrative
expenses to take into account all of the membership interest in Michigan
Pipeline & Processing, LLC acquired by the MLP in the transaction set
forth in that certain Agreement of Purchase and Sale dated September
10,
2008 among the MLP, Ganesh Energy, LLC and Gas Processing & Pipeline,
LLC (the "MPP
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 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:
|
(i)
|
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 per year 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").
|
|
(ii)
|
General
and administrative expenses associated with the contribution of the
GSR
assets to the MLP in the GSR Contribution Agreement shall be a fixed
fee
equal to $2.0 million per year 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 GSR Contribution Agreement). After calendar year
2007,
the GSR G&A Expenses Limit shall be increased by the CPI Adjustment.
|
|
(iii)
|
General
and administrative expenses associated with the operation of the
Antioch
Gathering System (acquired under the Panther PSA) shall be a fixed
fee
equal to $200,000 per year for calendar year 2007 (the "Panther
G&A Expenses Limit"),
but shall be prorated for calendar year 2007 based on the number
of days
remaining in calendar year 2007 following the Closing Date (as that
term
is defined in the Panther PSA). After calendar year 2007, the Panther
G&A Expenses Limit shall be increased by the CPI Adjustment.
|
|
(iv)
|
General
and administrative expenses associated with the contribution to the
MLP of
the interest in Discovery Producer Services, LLC under the Columbus
Contribution Agreement shall be a fixed fee equal to $158,000 per
year for
calendar year 2007 (the "Discovery
G&A Expenses Limit"),
but shall be prorated for calendar year 2007 based on the number
of days
remaining in calendar year 2007 following the Closing Date (as that
term
is defined in the Columbus Contribution Agreement). After calendar
year
2007, the Discovery G&A Expenses Limit shall be increased by the CPI
Adjustment.
|
2
|
(v)
|
The
2007 Adjustment to add three additional full time equivalents that
devote
100% of their time to the MLP shall be a fixed fee equal to $561,584
per
year for calendar year 2007 (the "2007
Adjustment Expenses Limit"),
but shall be prorated for calendar year 2007 based on the number
of days
remaining in calendar year 2007 following August 1, 2007. After calendar
year 2007, the 2007 Adjustment Expenses Limit shall be increased
by the
CPI Adjustment.
|
|
(vi)
|
General
and administrative expenses associated with the contribution to the
MLP of
the interests under the Bass Contribution Agreement shall be a fixed
fee
equal to $1,570,000 per year for calendar year 2007 (the "Bass
G&A Expenses Limit"),
but shall be prorated for calendar year 2007 based on the number
of days
remaining in calendar year 2007 following the Closing Date (as that
term
is defined in the Bass Contribution Agreement). After calendar year
2007,
the Bass G&A Expenses Limit shall be increased by the CPI Adjustment.
|
|
(vii)
|
General
and administrative expenses associated with the operation of the
MPP
assets (acquired under the MPP Agreement) shall be a fixed fee equal
to
$400,000 per year for calendar year 2008 (the "MPP
G&A Expenses Limit"),
but shall be prorated for calendar year 2008 based on the number
of days
remaining in calendar year 2008 following the Closing Date (as that
term
is defined in the MPP Agreement). After calendar year 2008, the MPP
G&A Expenses Limit shall be increased by the CPI
Adjustment.
|
|
(viii)
|
Notwithstanding
anything to the contrary, for time periods after December 31, 2009,
DCPM
and the General Partner will determine the amount of general and
administrative expenses contemplated by this paragraph that will
be
properly allocated to the Partnership in accordance with the terms
of the
Partnership Agreement.
|
|
(ix)
|
If
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
shall be appropriately increased in order to account for adjustments
in
the nature and extent of the general and administrative services
by DCPM
to the Partnership Group, with any such increase subject to the approval
of both the Special Committee of DCPM GP LLC’s Board of Directors and
DCPM.
|
3
|
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]
4
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 1, 2008, regardless of the actual date
of execution of this Amendment.
| DCP MIDSTREAM, LLC | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Group Vice President, General Counsel & Corporate Secretary | |
| DCP MIDSTREAM GP, LLC | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Vice President | |
| DCP MIDSTREAM GP, LP | ||
| By: DCP MIDSTREAM GP, LLC, its general partner | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Vice President | |
| DCP MIDSTREAM PARTNERS, LP | ||
| By: DCP MIDSTREAM GP, LP, its general partner | ||
| By: DCP MIDSTREAM GP, LLC, its general partner | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Vice President | |
| DCP MIDSTREAM OPERATING, LP | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Vice President | |
