DCP MIDSTREAM, LLC, ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE INDENTURE DATED AS OF MAY 21, 2013 SUBORDINATED DEBT SECURITIESIndenture • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • New York
INDENTURE, dated as of May 21, 2013, among DCP MIDSTREAM, LLC, a Delaware limited liability company (herein called the “Company”), having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (herein called the “Trustee”).
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LPAmendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
This Amendment No. 3 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the “Partnership Agreement”), is entered into and is effective as of January 1, 2017, by DCP Midstream GP, LP, a Delaware limited partnership (the “General Partner”), in its capacity as the general partner of the Partnership, pursuant to the authority granted to the General Partner in Article XIII of the Partnership Agreement, and in its individual capacity as the sole holder of the Incentive Distribution Rights. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
SERVICES AND EMPLOYEE SECONDMENT AGREEMENT BY AND BETWEEN DCP SERVICES, LLC AND DCP MIDSTREAM PARTNERS, LPServices and Employee Secondment Agreement • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • Colorado
This SERVICES AND EMPLOYEE SECONDMENT AGREEMENT (this “Agreement”) is entered into this 1st day of January, 2017 (the “Effective Date”), by and between DCP SERVICES, LLC, a Delaware limited liability company (“Service Provider”), and DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Owner”). Service Provider and Owner are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT by and among DCP Midstream, LLC, DCP Midstream Partners, LP and DCP Midstream Operating, LP dated as of December 30, 2016Contribution Agreement • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • Delaware
This Contribution Agreement (this “Agreement”) is dated as of December 30, 2016 (the “Execution Date”) and is by and among DCP Midstream, LLC, a Delaware limited liability company (“HoldCo”), DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”), and DCP Midstream Operating, LP, a Delaware limited partnership (“OLP” and, together with MLP, the “Transferees”). HoldCo, MLP and OLP are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.
DCP MIDSTREAM, LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 21, 2013 to Indenture dated as of May 21, 2013 5.85% FIXED-TO-FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2043First Supplemental Indenture • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2013 (this “First Supplemental Indenture”), is among DCP MIDSTREAM, LLC, a Delaware limited liability company (herein called the “Company”), having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (herein called the “Trustee”).
DCP MIDSTREAM OPERATING, LP, as Issuer DCP MIDSTREAM PARTNERS, LP, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Twelfth Supplemental Indenture Dated as of January 1, 2017 to INDENTURE Dated as of August 16, 2000Twelfth Supplemental Indenture • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • New York
This TWELFTH SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental Indenture”), dated as of January 1, 2017, among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Company”), DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”). Unless otherwise defined in this Twelfth Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).
DCP MIDSTREAM OPERATING, LP, as Successor DCP MIDSTREAM, LLC, as Predecessor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Second Supplemental Indenture Dated as of January 1, 2017 to INDENTURE Dated as of May 21, 2013Second Supplemental Indenture • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of January 1, 2017, among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Successor”), DCP MIDSTREAM, LLC, a Delaware limited liability company, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Predecessor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”). Unless otherwise defined in this Second Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).
DCP MIDSTREAM OPERATING, LP, as Successor DCP MIDSTREAM, LLC, as Predecessor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Eleventh Supplemental Indenture Dated as of January 1, 2017 to INDENTURE Dated as of August 16, 2000Eleventh Supplemental Indenture • January 6th, 2017 • DCP Midstream Partners, LP • Natural gas transmission • New York
This ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of January 1, 2017, among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Successor”), DCP MIDSTREAM, LLC (formerly known as Duke Energy Field Services, LLC), a Delaware limited liability company, having its principal office at 370 17th Street, Suite 2500, Denver, Colorado 80202 (the “Predecessor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”). Unless otherwise defined in this Eleventh Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).
