AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM GP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • November 18th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DCP Midstream GP, LLC, a Delaware limited liability company (the “Company”), executed on ___, 2005 (the “Effective Date”), is adopted, executed and agreed to, by Duke Energy Field Services, LLC, a Delaware limited liability company (“DEFS”), as the sole Member of the Company.
CREDIT AGREEMENT Dated as of ____________, 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 • November 18th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT (this “Credit Agreement”), dated as of , 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”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 18th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of December ___, 2005, is entered into by and among DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“MLP”), DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (“OLP”), DCP MIDSTREAM GP, LLC, a Delaware limited liability company (“DCP GP LLC”), DCP MIDSTREAM GP, LP, a Delaware limited partnership (“DCP GP LP”), DUKE ENERGY FIELD SERVICES, LLC, a Delaware limited liability company (“DEFS”), DEFS HOLDINGS 1, LLC (formerly named DEFS Holding 1 LLC), a Delaware limited liability company (“DEFS Holdings 1”), DEFS HOLDINGS 2, LLC (formerly named DEFS Holding, LLC), a Delaware limited liability company (“DEFS Holdings 2”), DCP ASSETS HOLDINGS, LP (formerly named DEFS Assets Holding, LP), a Delaware limited partnership (“DCP Assets Holdings”), DCP ASSETS HOLDINGS GP, LLC, a Delaware limited liability company (“DCP Assets Holdings GP”), DUKE ENERGY NGL SERVICES, LP, a Delaware limited partnership (“DENGL”), DCP
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...Natural 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 • November 18th, 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.”
9,000,000 Common Units DCP MIDSTREAM PARTNERS, LP Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • New York
to the conditions, reservations and limitations contained in the Contribution Documents, except for motor vehicles or other property requiring conveyance of certificated title as to which the Contribution Documents are legally sufficient to compel delivery of such certificated title.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM GP, LPLimited Partnership Agreement • November 18th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM GP, LP dated effective as of ___, 2005, is entered into by and among DCP Midstream GP, LLC, a Delaware limited liability company, as the General 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:
