CONTRIBUTION,
CONVEYANCE
AND ASSUMPTION AGREEMENT
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 Holdings
”), DCP LP HOLDINGS, LP , a Delaware limited
partnership (“ DCP LP Holdings ”), and
DUKE ENERGY GUADALUPE PIPELINE HOLDINGS, INC. , a Delaware
corporation (“ Guadalupe Holdings ”). The
parties to this agreement are collectively referred to herein as
the “ Parties .” Capitalized terms used
herein shall have the meanings assigned to such terms in
Section 1.1.
WHEREAS, DEFS and
DCP GP LP have formed MLP, pursuant to the Delaware Revised Uniform
Limited Partnership Act (the “ Delaware LP Act
”), for the purpose of engaging in any business activity that
is approved by DCP GP LP and that lawfully may be conducted by a
limited partnership organized pursuant to the Delaware
Act.
WHEREAS, in order
to accomplish the objectives and purposes in the preceding recital,
the following actions have been taken prior to the date
hereof:
1.
DEFS formed DCP GP LLC, under the terms of the Delaware Limited
Liability Company Act (the “ Delaware LLC Act
”), and contributed $1,000 in exchange for all of the member
interests in DCP GP LLC.
2.
DCP GP LLC and DEFS formed DCP GP LP, under the terms of the
Delaware LP Act, to which DCP GP LLC contributed $0.01 and DEFS
contributed $999.99 in exchange for a 0.001% general partner
interest and 99.999% limited partner interest,
respectively.
3.
DCP GP LP and DEFS formed MLP, under the terms of the Delaware LP
Act, to which DCP GP LP contributed $40 and DEFS contributed $1,960
in exchange for a 2% general partner interest and 98% limited
partner interest, respectively.
4.
MLP formed DCP Midstream Operating, LLC, a Delaware limited
liability company (“ OLP GP ”), under the
terms of the Delaware LLC Act, and contributed $1,000 in exchange
for all of the member interests in OLP GP.
5.
OLP GP and MLP formed OLP, under the terms of the Delaware Act, to
which OLP GP contributed $0.01 and MLP contributed $999.99 in
exchange for a 0.001% general partner interest and 99.999% limited
partner interest, respectively.
6.
DEFS Holding formed DCP Assets Holdings GP under the terms of the
Delaware LLC Act, and contributed $1,000 in exchange for all of the
member interests in DCP Assets Holdings GP.
7.
DEFS formed Guadalupe Holdings, under the terms of the Delaware
General Corporation Law (the “ Delaware Law
”), and contributed $1,000 in exchange for all of the stock
in Guadalupe Holdings.
8.
DEFS and Guadalupe Holdings formed DCP LP Holdings, under the terms
of the Delaware LP Act, to which DEFS contributed $500 and
Guadalupe Holdings contributed $500 in exchange for a 50% general
partner interest and 50% limited partner interest,
respectively.
9.
DENGL formed Black Lake Holdings, under the terms of the Delaware
LLC Act, and contributed $1,000 in exchange for all of the member
interests in Black Lake Holding.
WHEREAS,
concurrently with the consummation of the transactions contemplated
hereby, each of the following matters shall occur:
1.
DCP Assets Holdings will distribute all of its stock in Duke Energy
Guadalupe Pipeline, Inc., a Delaware corporation (“
DEGP ”), and its member interests in
(a) Discovery Producer Services, LLC, a Delaware limited
liability company (“ Discovery ”),
(b) PanEnergy Dauphin Island LLC, a Delaware limited liability
company (“ PanEnergy ”), (c) Gulf
Coast NGL Pipeline, LLC, a Delaware limited liability company
(“ Gulf Coast ”), (d) Centana
Gathering LLC, a Delaware limited liability company (“
Centana ”), (e) DEFS Industrial Gas Co.
LLC, a Delaware limited liability company (“
DIGC ”), and (f) Centana Intrastate
Pipeline LLC, a Delaware limited liability company (“
CIP ”), to DEFS (of which 0.5% of each of these
distributions will be made to DEFS on behalf of DEFS
Holding).
2.
DEFS will convey all of its stock in DEGP to Guadalupe Holdings as
a capital contribution.
3.
DEGP will file a certificate of conversion under Delaware Law to
convert into a Delaware limited liability company named Duke Energy
Guadalupe Pipeline, LLC (“ DEGP LLC
”).
4.
Gas Supply Resources Inc., a Texas corporation (“
Resources ”), and GSRI Transportation Inc., a
Texas corporation (“ Transportation ”),
each will file articles of conversion under the Texas Business
Corporation Act (“ TBCA ”) to convert
into Texas limited
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liability
companies, named Gas Supply Resources LLC (“ Resources
LLC ”), and GSRI Transportation LLC (“
Transportation LLC ”), respectively.
5.
DCP Assets Holdings and all of its subsidiaries will distribute
approximately all of their accounts receivable as of the closing of
the Offering (“ Closing Time ” ) to their
respective equity owners, and each such equity owner will in turn
distribute these accounts receivable to their equity owners, and
this process of distributions will continue until such accounts
receivable are distributed to DEFS.
6.
DEFS Holding will convey its 0.5% general partner interest in DCP
Assets Holdings to DCP Assets Holdings GP as a capital
contribution.
7.
DENGL will contribute a 45% partnership interest in Black Lake Pipe
Line Company, a Texas general partnership (“ Black
Lake ”), to Black Lake Holdings as a capital
contribution.
8.
DENGL will distribute its member interest in Black Lake Holdings to
DEFS Holding 1 and DEFS Holding, on a pro rata basis based on their
respective ownership interests in DENGL (99.5% and 0.5% for DEFS
Holding 1 and DEFS Holding, respectively), and DEFS Holding 1 will
distribute its member interest in Black Lake Holdings to DEFS; in
turn, DEFS and DEFS Holding will convey their member interests in
Black Lake Holdings to DCP Assets Holdings as a capital
contribution.
9.
DEFS will convey a limited partner interest in DCP Assets Holdings
with a value equal to 2% of the equity of MLP plus the amount of
any cash distributed to DCP GP LP by MLP (the “
Interest ”) to DCP GP LP as a capital
contribution (of which 0.001% of such conveyance will be made to
DEFS on behalf of DCP GP LLC).
10.
DEFS will convey its remaining limited partner interest in DCP
Assets Holdings to DCP LP Holdings as a capital
contribution.
11.
DEFS Holding will convey its member interests in DCP Assets
Holdings GP to DCP LP Holdings in exchange for a limited partner
interest in DCP LP Holdings.
12.
Guadalupe Holdings will convey its member interest in DEGP LLC to
DCP LP Holdings as a capital contribution.
13.
DCP GP LP will contribute the Interest to MLP in exchange for
(a) a continuation of its 2% general partner interest in MLP,
(b) the issuance of the IDRs of the MLP, (c) the right to
receive approximately $3.447 million to reimburse DCP GP LP
for certain capital expenditures and (d) the right to receive
$183.0 million sourced to new indebtedness recourse to DCP GP
LP (the “ Initial Recourse Debt
”).
14.
DCP LP Holdings will contribute its partner interests in DCP Assets
Holdings and its member interest in DCP Assets Holdings GP to MLP
in exchange for (a) 1,357,143 Common Units in MLP
(representing a 7.6% interest), (b) 7,142,857 Sub Units in MLP
(representing a 40% interest) and (c) the right to receive
approximately $5.153 million to reimburse DCP LP Holdings of
certain capital expenditures.
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15.
The public, through the Underwriters, will contribute
$193.5 million in cash, less the net amount of $12,571,875
payable to the Underwriters after taking into account the
Underwriters’ discount, the structuring fees payable to the
Underwriters and the Underwriters’ reimbursement of certain
expenses incurred by the MLP in connection with the Offering, in
exchange for 9,000,000 Common Units in MLP (representing a 50.4%
interest).
16.
MLP will (a) pay transaction expenses associated with the
transactions contemplated by this Agreement in the amount of
approximately $4.7 million (exclusive of the
Underwriter’s spread but including debt placement costs),
(b) distribute approximately $3.447 million to DCP GP LP
to reimburse DCP GP LP for certain capital expenditures,
(c) distribute approximately $5.153 million to DCP LP
Holdings to reimburse DCP LP Holdings for certain capital
expenditures, (d) contribute $53.9 million in the
aggregate to DCP LP Holdings to replenish working capital (of which
0.001% of such contribution will be made to DCP LP Holdings on
behalf of DCP Assets Holdings GP); and (f) contribute
$113.7 million in cash, its member interest in DCP Assets
Holdings GP and its limited partner interest in DCP Assets Holdings
to OLP as a capital contribution (of which 0.001% of such
contribution will be made to OLP on behalf of OLP GP).
17.
OLP will buy U.S. Treasury securities or other qualifying
securities permitted to be pledged as collateral pursuant to the
terms of the Term Loan Facility (the “
Securities ”) for $73.0 million in cash
and will incur the Initial Recourse Debt by borrowing
$183.0 million from lenders, of which $73.0 million will
be borrowed pursuant to the Term Loan Facility and the remainder
will be borrowed pursuant to the Revolving Credit Facility, using
the Securities as collateral security for $73.0 million of
borrowings under the Term Loan Facility with MLP guaranteeing the
Initial Recourse Debt.
18.
OLP will distribute the borrowed funds of $183.0 million to
MLP (of which 0.001% of such distribution will be made to MLP on
behalf of OLP GP) and MLP, in turn, will distribute the funds to
DCP GP LP.
19.
DCP GP LP will loan the funds distributed to it pursuant to the
preceding paragraph 18 and will distribute other cash received to
DEFS (of which 0.001% of such distribution will be made to DEFS on
behalf of DCP GP LLC), and DEFS will use the proceeds to retire its
indebtedness.
20.
If the Underwriters exercise their option to purchase up to an
additional 1,350,000 Common Units (the “ Option
”), the proceeds of that exercise, net of the applicable
Underwriter’s spread, shall be contributed by MLP to OLP and
then the OLP will buy additional Securities, which will be used as
collateral for borrowings by OLP of up to $27.1 million
pursuant to the Term Loan Facility guaranteed by MLP (the “
Subsequent Recourse Debt ”); the funds borrowed
by OLP will then be distributed to MLP which will use them to
redeem from DCP LP Holdings a number of Common Units sold by MLP
pursuant to the exercise of the Shoe.
21.
DCP LP Holdings will loan the funds received from the sale of the
Common Units pursuant to the preceding paragraph 20 to
DEFS.
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22.
DCP Assets Holdings will distribute a 0.001% member interest in
Black Lake Holdings to OLP and DCP Assets Holdings GP on a pro rata
basis in accordance with their percentage ownership interests in
DCP Assets Holdings.
23.
OLP will convey its interest in Black Lake Holdings to DCP Assets
Holdings GP.
24.
Black Lake Holdings will file a certificate of conversion under
Delaware Law to convert into a Delaware limited partnership named
DCP Black Lake Holdings, LP and to designate DCP Assets Holdings GP
as the general partner thereof and DCP Assets Holdings as the sole
limited partner thereto.
25.
The agreements of limited partnership and the limited liability
company agreements of the aforementioned entities will be amended
and restated to the extent necessary to reflect the applicable
matters set forth above and as contained in this
Agreement.
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NOW, THEREFORE, in
consideration of their mutual undertakings and agreements
hereunder, the Parties undertake and agree as follows:
Section 1.1
The following capitalized terms shall have the meanings given
below.
(a)
“ Acquisition ” means consummation of the
transactions contemplated by the terms of this
Agreement.
(b)
“ Agreement ” means this Contribution,
Conveyance and Assumption Agreement.
(c)
“ Common Unit ” has the meaning assigned
to such term in the Partnership Agreement.
(d)
“ Credit Agreement ” means the Credit
Agreement, dated as of December 7, 2005, among the OLP, the
MLP, the subsidiaries of the MLP, Wachovia Bank, National
Association, as administrative agent for the lenders named
therein.
(e)
“ Effective Time ” shall mean 8:00 a.m.
New York, New York time on December 7, 2005.
(f)
“ IDRs ” means “Incentive
Distribution Rights” as such term is defined in the
Partnership Agreement.
(g)
“ MLP ” has the meaning assigned to such
term in the opening paragraph of this Agreement.
(h)
“ Offering ” means the initial public
offering by MLP of Common Units.
(i)
“ Omnibus Agreement ” means that certain
Omnibus Agreement of even date herewith, among DEFS, DCP GP LLC,
DCP GP LP, MLP and OLP.
(j)
“ Partnership Agreement ” means the First
Amended and Restated Agreement of Limited Partnership of DCP
Midstream Partners, LP dated as of December 7,
2005.
(k)
“ Partnership Group ” has the meaning
assigned to such term in the Omnibus Agreement.
(l)
“ Registration Statement ” means the
registration statement on Form S-1 (Registration
No. 333-128378) filed by MLP relating to the
Offering.
(m)
“ Revolving Credit Facility ” means the
revolving credit facility of up to $250.0 million under the Credit
Agreement.
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(n)
“ Sub Unit ” means “Subordinated
Unit” as such term is defined in the Partnership
Agreement.
(o)
“ Term Loan Facility ” means the term
loan facility of up to $175.0 million under the Credit
Agreement.
(p)
“ Underwriters ” means Lehman Brothers
Inc., Citigroup Global Markets Inc., UBS Securities LLC, Wachovia
Capital Markets, LLC, A.G. Edwards & Sons, Inc. and KeyBanc
Capital Markets, a division of McDonald Investments,
Inc.
ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND
DISTRIBUTIONS
Section 2.1
Distribution of DEGP by DCP Assets Holdings . DCP
Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers to DEFS, its successors
and assigns, for its use forever, all right, title and interest in
and to all of its shares of DEGP common stock (of which 0.5% of
such distribution is being made on behalf of DEFS Holding). DEFS
hereby accepts such shares of common stock in DEGP as a
distribution.
Section 2.2
Distribution of Discovery by DCP Assets Holdings .
DCP Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers to DEFS, its successors
and assigns, for its use forever, all right, title and interest in
and to all of its member interests in Discovery (of which 0.5% of
such distribution is being made on behalf of DEFS Holding). DEFS
hereby accepts such member interests in Discovery as a
distribution.
Section 2.3
Distribution of PanEnergy by DCP Assets Holdings .
DCP Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers to DEFS, its successors
and assigns, for its use forever, all right, title and interest in
and to all of its member interests in PanEnergy (of which 0.5% of
such distribution is being made on behalf of DEFS Holding). DEFS
hereby accepts such member interests in PanEnergy as a
distribution.
Section 2.4
Distribution of Gulf Coast by DCP Assets Holdings .
DCP Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers to DEFS, its successors
and assigns, for its use forever, all right, title and interest in
and to all of its member interests in Gulf Coast (of which 0.5% of
such distribution is being made on behalf of DEFS Holding). DEFS
hereby accepts such member interests in Gulf Coast as a
distribution.
Section 2.5
Distribution of Centana by DCP Assets Holdings . DCP
Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers to DEFS, its successors
and assigns, for its use forever, all right, title and interest in
and to all of its member interests in Centana (of which 0.5% of
such distribution is being made on behalf of DEFS Holding). DEFS
hereby accepts such member interests in Centana as a
distribution.
Section 2.6
Distribution of DIGC by DCP Assets Holdings . DCP
Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers
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to DEFS, its
successors and assigns, for its use forever, all right, title and
interest in and to all of its member interests in DIGC (of which
0.5% of such distribution is being made on behalf of DEFS Holding).
DEFS hereby accepts such member interests in DIGC as a
distribution.
Section 2.7
Distribution of CIP by DCP Assets Holdings . DCP
Assets Holdings hereby distributes, grants, bargains, conveys,
assigns, transfers, sets over and delivers to DEFS, its successors
and assigns, for its use forever, all right, title and interest in
and to all of its member interests in CIP (of which 0.5% of such
distribution is being made on behalf of DEFS Holding). DEFS hereby
accepts such member interests in CIP as a distribution.
Section 2.8
Contribution of DEGP Common Stock to Guadalupe
Holdings . DEFS hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers to Guadalupe
Holdings, its successors and assigns, for its and their own use
forever, all right, title and interest in and to all of its shares
of DEGP common stock, as a capital contribution, and Guadalupe
Holdings hereby accepts such DEGP shares as a contribution to the
capital of Guadalupe Holdings.
Section 2.9
Conversion of DEGP to DEGP LLC . The Parties
acknowledge that DEGP has adopted a certificate of conversion in
the form attached hereto as Exhibit A and pursuant
thereto has converted to DEGP LLC, a Delaware limited liability
company, having Guadalupe Holdings as a sole member.
Section 2.10
Conversion of Resources to Resources LLC . The
Parties acknowledge that Resources has adopted articles of
conversion in the form attached hereto as Exhibit B and
pursuant thereto has converted to Resources LLC, a Texas limited
liability company, having DEGP LLC as a sole member.
Section 2.11
Conversion of Transportation to Transportation LLC .
The Parties acknowledge that Transportation has adopted articles of
conversion in the form attached hereto as Exhibit C and
pursuant thereto has converted to Transportation LLC, a Texas
limited liability company, having Resources LLC as a sole
member.
Section 2.12
Distribution of Working Capital Assets by DCP Assets Holdings
and its Subsidiaries . DCP Assets Holdings and its
subsidiaries hereby distribute, grant, bargain, convey, assign,
transfer, set over and deliver to their respective equity owners,
and each such equity owner will in turn distribute these accounts
receivable to their equity owners, and this process of
distributions will continue until such accounts receivable are
distributed to DEFS, its successors and assigns, for its use
forever, all of their accounts receivable as of the Closing Time.
DEFS hereby accepts such accounts receivable as a
distribution.
Section 2.13
Contribution of General Partner Interest in DCP Assets
Holdings to DCP Assets Holdings GP . DEFS Holding hereby
grants, contributes, bargains, conveys, assigns, transfers, sets
over and delivers to DCP Assets Holdings GP, its successors and
assigns, for its and their own use forever, all right, title and
interest in and to its 0.5% general partner interest in DCP Assets
Holdings, as a capital contribution, and DCP Assets Holdings
GP
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hereby accepts
such general partner interest as a contribution to the capital of
DCP Assets Holdings GP.
Section 2.14
Contribution of Black Lake Interest to Black Lake
Holdings . DENGL hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers to Black Lake
Holdings, its successors and assigns, for its and their own use
forever, all right, title and interest in and to a 45% partner
interest in Black Lake (the “ Black Lake Interest
”), as a capital contribution, and Black Lake Holdings hereby
accepts the Black Lake Interest as a contribution to the capital of
Black Lake Holdings. The transfer of the Black Lake Interest from
DENGL to Black Lake Holdings shall be further evidenced by the
execution and delivery by DENGL and Black Lake Holdings of an
Assignment and Assumption Agreement in the form attached hereto as
Exhibit D .
Section 2.15
Conveyance of Member Interest in Black Lake Holdings to DEFS
Holding 1 and DEFS Holding . DENGL hereby distributes,
grants, bargains, conveys, assigns, transfers, sets over and
delivers to DEFS Holding 1 and DEFS Holding, their successors and
assigns, for their own use forever, all right, title and interest
in and to Black Lake Holdings, on a pro rata basis based on their
respective 99.5% and 0.5% ownership interests in DENGL, and DEFS
Holding 1 and DEFS Holding hereby accept such member interests in
Black Lake Holdings.
Section 2.16
Distribution of Member Interests in Black Lake Holdings by
DEFS Holding 1 . DEFS Holding 1 hereby distributes, grants,
bargains, conveys, assigns, transfers, sets over and delivers to
DEFS, its successors and assigns, for its and their own use
forever, all right, title and interest in and to all of its 99.5%
member interest in Black Lake Holdings, and DEFS hereby accepts
such interest in Black Lake as a distribution.
Section 2.17
Contribution of Black Lake Holdings to DCP Assets
Holdings . DEFS Holding 2 hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to
DCP Assets Holdings, its successors and assigns, for its and their
own use forever, all right, title and interest in and to its 0.5%
interest in Black Lake Holdings, as a capital contribution, and DCP
Assets Holdings hereby accepts such interest as a contribution to
the capital of DCP Assets Holdings.
Section 2.18
Contribution of Black Lake Holdings to DCP Assets
Holdings . DEFS hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers to DCP Assets
Holdings, its successors and assigns, for its and their own use
forever, all right, title and interest in and to its 99.5% interest
in Black Lake Holdings, as a capital contribution, and DCP Assets
Holdings hereby accepts such interest as a contribution to the
capital of DCP Assets Holdings.
Section 2.19
Contribution of the Interest to DCP GP LP . DEFS
hereby grants, contributes, bargains, conveys, assigns, transfers,
sets over and delivers to DCP GP LP, its successors and assigns,
for its and their own use forever, all right, title and interest in
and to the Interest (of which 0.001% of such contribution is being
made on behalf of DCP GP LLC), as a capital contribution, and DCP
GP LP hereby accepts the Interest as a contribution to the capital
of DCP GP LP.
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Section 2.20
Contribution of Remaining Interest in DCP Assets Holdings to
DCP LP Holdings . DEFS hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to
DCP LP Holdings, its successors and assigns, for its and their own
use forever, all right, title and interest in and to its remaining
interest in DCP Assets Holdings after the contribution of the
Interest to DCP GP LP, as a capital contribution, and DCP LP
Holdings hereby accepts such member interest as a contribution to
the capital of DCP LP Holdings.
Section 2.21
Contribution of Member Interest in DCP Assets Holdings to DCP
LP Holdings . DEFS Holding hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to
DCP LP Holdings, its successors and assigns, for its and their own
use forever, all right, title and interest in and to its membership
interest in DCP Assets Holdings GP in exchange for a 0.5% limited
partner interest in DCP LP Holdings, and DCP LP Holdings hereby
accepts such member interest as a contribution to the capital of
DCP LP Holdings.
Section 2.22
Contribution of DEGP LLC Member Interest to DCP LP
Holdings . Guadalupe Holdings hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to
DCP LP Holdings, its successors and assigns, for its and their own
use forever, all right, title and interest in and to its member
interest in DEGP LLC, as a capital contribution, and DCP LP
Holdings hereby accepts such member interest as a contribution to
the capital of DCP LP Holdings.
Section 2.23
Contribution of the Interest by DCP GP LP to MLP .
DCP GP LP hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to MLP, its successors and
assigns, for its and their own use forever, all right, title and
interest in and to the Interest, as a capital contribution, in
exchange for (a) a continuation of its 2% general partner
interest in MLP, (b) the issuance of the IDRs, (c) the
right to receive approximately $3.447 million to reimburse DCP
GP LP for certain capital expenditures, (d) the right to
receive the Initial Recourse Debt and (e) other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, and MLP hereby accepts the Interest as a contribution
to the capital of MLP.
Section 2.24
Contribution of Interests in DCP Assets Holdings and DEGP LLC
to MLP . DCP LP Holdings hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to
MLP, its successors and assigns, for its and their own use forever,
all right, title and interest in and to its partner interests in
DCP Assets Holdings, and its member interest
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