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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM GP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • December 12th, 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 December 7, 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 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”).
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.”
9,000,000 Common Units DCP MIDSTREAM PARTNERS, LP Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 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, LPDCP Midstream Partners, LP • December 12th, 2005 • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM GP, LP dated effective as of December 7, 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:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • December 12th, 2005 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of December 7, 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 HOLDING 1 LLC, a Delaware limited liability company (“DEFS Holding 1”), DEFS HOLDING, LLC, a Delaware limited liability company (“DEFS Holding”), 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 BLACK LAKE HOLDINGS, LLC, a Delaware limited liability company (“Black Lake Holdi
