ACKNOWLEDGEMENT AND WAIVER AGREEMENTAcknowledgement and Waiver Agreement • September 12th, 2011 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware
This Acknowledgement and Waiver Agreement (this “Agreement”), dated as of September 6, 2011, is entered into by ConocoPhillips, a Delaware corporation (“ConocoPhillips”), ConocoPhillips Gas Company, a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips (the “COP Member”), Spectra Energy Corp, a Delaware corporation (“Spectra”), Spectra Energy DEFS Holding, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Spectra (“Spectra DEFS LLC”), and Spectra Energy DEFS Holding Corp, a Delaware corporation and a wholly-owned subsidiary of Spectra (“Spectra DEFS Corp”, and collectively with Spectra DEFS LLC, the “Spectra Member”). Reference is made to the Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (the “Company”), dated as of July 5, 2005, between the COP Member and the Spectra Member, as amended by (i) the First Amendment to the July 5, 2005 Second Amended and Re
