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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/14/12 DCP Midstream, LP 8-K:1,3,8,9 6/14/12 121:22M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 59K
2: EX-4.1 Third Supplemental Indenture HTML 63K
4: EX-23.1 Consent of Deloitte & Touche LLP HTML 35K
5: EX-99.1 Selected Financial Data HTML 100K
6: EX-99.2 Management's Discussion & Analysis of Financial HTML 540K
Condition & Results of Operation
7: EX-99.3 Consolidated Financial Statements of Dcp Midstream HTML 1.36M
Partners, Lp
3: EX-12.1 Ratio of Earnings to Fixed Charges HTML 61K
81: R1 Document And Entity Information HTML 44K
61: R2 Consolidated Balance Sheets HTML 179K
76: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
85: R4 Consolidated Statements Of Operations HTML 152K
110: R5 Consolidated Statements Of Comprehensive Income HTML 86K
64: R6 Consolidated Statements Of Changes In Equity HTML 153K
75: R7 Consolidated Statements Of Changes In Equity HTML 43K
(Parenthetical)
54: R8 Consolidated Statements Of Cash Flows HTML 190K
43: R9 Description Of Business And Basis Of Presentation HTML 51K
112: R10 Summary Of Significant Accounting Policies HTML 81K
87: R11 Recent Accounting Pronouncements HTML 46K
86: R12 Acquisitions HTML 288K
93: R13 Agreements And Transactions With Affiliates HTML 116K
94: R14 Property, Plant And Equipment HTML 55K
91: R15 Goodwill And Intangible Assets HTML 61K
95: R16 Investments In Unconsolidated Affiliates HTML 72K
77: R17 Fair Value Measurement HTML 147K
82: R18 Estimated Fair Value Of Financial Instruments HTML 39K
89: R19 Debt HTML 60K
120: R20 Risk Management And Hedging Activities HTML 170K
104: R21 Partnership Equity And Distributions HTML 69K
70: R22 Equity-Based Compensation HTML 122K
88: R23 Income Taxes HTML 55K
73: R24 Net Income Or Loss Per Limited Partner Unit HTML 42K
33: R25 Commitments And Contingent Liabilities HTML 55K
105: R26 Business Segments HTML 197K
116: R27 Supplemental Cash Flow Information HTML 53K
48: R28 Quarterly Financial Data HTML 72K
47: R29 Supplementary Information - Condensed HTML 475K
Consolidating Financial Information
52: R30 Valuation And Qualifying Accounts And Reserves HTML 78K
53: R31 Subsequent Events HTML 44K
55: R32 Description Of Business And Basis Of Presentation HTML 40K
(Policy)
22: R33 Summary Of Significant Accounting Policies HTML 162K
(Policy)
102: R34 Summary Of Significant Accounting Policies HTML 43K
(Tables)
68: R35 Acquisitions (Tables) HTML 275K
71: R36 Agreements And Transactions With Affiliates HTML 88K
(Tables)
38: R37 Property, Plant And Equipment (Tables) HTML 50K
119: R38 Goodwill And Intangible Assets (Tables) HTML 60K
14: R39 Investments In Unconsolidated Affiliates (Tables) HTML 74K
58: R40 Fair Value Measurement (Tables) HTML 126K
109: R41 Debt (Tables) HTML 57K
35: R42 Risk Management And Hedging Activities (Tables) HTML 145K
46: R43 Partnership Equity And Distributions (Tables) HTML 51K
51: R44 Equity-Based Compensation (Tables) HTML 119K
62: R45 Income Taxes (Tables) HTML 48K
21: R46 Commitments And Contingent Liabilities (Tables) HTML 42K
42: R47 Business Segments (Tables) HTML 190K
16: R48 Supplemental Cash Flow Information (Tables) HTML 50K
107: R49 Quarterly Financial Data (Tables) HTML 69K
34: R50 Supplementary Information - Condensed HTML 477K
Consolidating Financial Information (Tables)
103: R51 Description Of Business And Basis Of Presentation HTML 53K
(Details)
39: R52 Summary Of Significant Accounting Policies HTML 55K
(Details)
59: R53 Summary Of Significant Accounting Policies HTML 52K
(Schedule of Derivatives, Accounting Method and
Presentation) (Details)
15: R54 Acquisitions (Narrative) (Details) HTML 154K
18: R55 Acquisitions (Consolidated Balance Sheets Adjusted HTML 142K
For Acquisition) (Details)
50: R56 Acquisitions (Consolidated Statements Of HTML 143K
Operations Adjusted For Acquisition) (Details)
26: R57 Acquisitions (Preliminary Purchase Price HTML 76K
Allocation) (Details)
113: R58 Acquisitions (Unaudited Pro Forma Information) HTML 62K
(Details)
66: R59 Agreements And Transactions With Affiliates HTML 150K
(Narrative) (Details)
92: R60 Agreements And Transactions With Affiliates HTML 40K
(Schedule Of Fees Incurred And Other Fees Paid)
(Details)
41: R61 Agreements And Transactions With Affiliates HTML 70K
(Transactions With Affiliates) (Details)
44: R62 Agreements And Transactions With Affiliates HTML 56K
(Balances With Affiliates) (Details)
100: R63 Property, Plant And Equipment (Narrative) HTML 49K
(Details)
96: R64 Property, Plant And Equipment (Classification Of HTML 62K
Property, Plant And Equipment) (Details)
69: R65 Goodwill And Intangible Assets (Narrative) HTML 68K
(Details)
98: R66 Goodwill And Intangible Assets (Changes In HTML 45K
Carrying Amount Of Goodwill) (Details)
40: R67 Goodwill And Intangible Assets (Schedule Of HTML 44K
Intangible Assets) (Details)
74: R68 Goodwill And Intangible Assets (Finite Lived HTML 54K
Intangible Assets Future Amortization Expense)
(Details)
115: R69 Investments In Unconsolidated Affiliates HTML 39K
(Narrative) (Details)
17: R70 Investments In Unconsolidated Affiliates HTML 44K
(Investments In Unconsolidated Affiliates)
(Details)
32: R71 Investments In Unconsolidated Affiliates (Earnings HTML 54K
From Investments In Unconsolidated Affiliates)
(Details)
60: R72 Investments In Unconsolidated Affiliates (Equity HTML 47K
Method Investment Summarized Financial
Information, Statement of Operations) (Details)
24: R73 Investments In Unconsolidated Affiliates (Equity HTML 64K
Method Investment Summarized Financial
Information, Balance Sheet) (Details)
118: R74 Fair Value Measurement (Narrative) (Details) HTML 54K
36: R75 Fair Value Measurement (Financial Instruments HTML 76K
Carried At Fair Value) (Details)
27: R76 Fair Value Measurement (Condensed Consolidated HTML 97K
Balance Sheets For Derivative Financial
Instruments) (Details)
31: R77 Estimated Fair Value Of Financial Instruments HTML 45K
(Details)
19: R78 Debt (Narrative) (Details) HTML 104K
23: R79 Debt (Schedule Of Long-Term Debt) (Details) HTML 71K
83: R80 Debt (Future Maturities Of Long-Term Debt) HTML 59K
(Details)
29: R81 Risk Management And Hedging Activities (Narrative) HTML 82K
(Details)
114: R82 Risk Management And Hedging Activities (Schedule HTML 50K
Of Cash Flow Hedges Included In Accumulated Other
Comprehensive Income (Loss)) (Details)
57: R83 Risk Management And Hedging Activities (Schedule HTML 63K
Of Designated And Non-Designated Derivative
Instruments In Statement Of Financial Position,
Fair Value) (Details)
90: R84 Risk Management And Hedging Activities (Schedule HTML 54K
Of Derivatives Accounted For As Cash Flow Hedges)
(Details)
97: R85 Risk Management And Hedging Activities (Schedule HTML 50K
Of Changes In Derivative Instruments Not
Designated As Hedging Instruments) (Details)
28: R86 Risk Management And Hedging Activities (Schedule HTML 51K
Of Net Long Or Short Positions Expected To Be
Realized) (Details)
30: R87 Partnership Equity And Distributions (Narrative) HTML 86K
(Details)
111: R88 Partnership Equity And Distributions (Cash HTML 69K
Distribution) (Details)
25: R89 Equity-Based Compensation (Narrative) (Details) HTML 66K
84: R90 Equity-Based Compensation (Total Compensation Cost HTML 43K
For Equity-Based Arrangements) (Details)
80: R91 Equity-Based Compensation (Disclosure Of HTML 96K
Share-Based Compensation Arrangements By
Share-Based Payment Award) (Details)
101: R92 Equity-Based Compensation (Fair Value Of Units HTML 59K
Vested And The Unit-Based Liabilities Paid For
Unit Based Awards) (Details)
79: R93 Income Taxes (Details) HTML 89K
65: R94 Net Income Or Loss Per Limited Partner Unit HTML 38K
(Details)
106: R95 Commitments And Contingent Liabilities (Details) HTML 70K
63: R96 Business Segments (Narrative) (Details) HTML 49K
37: R97 Business Segments (Business Segments) (Details) HTML 199K
72: R98 Supplemental Cash Flow Information (Details) HTML 56K
67: R99 Quarterly Financial Data (Schedule Of Quarterly HTML 72K
Consolidated Results Of Operations) (Details)
49: R100 Supplementary Information - Condensed HTML 35K
Consolidating Financial Information (Narrative)
(Details)
121: R101 Supplementary Information - Condensed HTML 164K
Consolidating Financial Information (Condensed
Consolidating Balance Sheets) (Details)
99: R102 Supplementary Information - Condensed HTML 145K
Consolidating Financial Information (Condensed
Consolidating Statements Of Operations) (Details)
78: R103 Supplementary Information - Condensed HTML 145K
Consolidating Financial Information (Condensed
Consolidating Statements Of Cash Flows) (Details)
20: R104 Valuation And Qualifying Accounts And Reserves HTML 62K
(Details)
108: R105 Subsequent Events (Details) HTML 107K
117: XML IDEA XML File -- Filing Summary XML 199K
45: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 4.21M
8: EX-101.INS XBRL Instance -- dpm-20111231 XML 6.31M
10: EX-101.CAL XBRL Calculations -- dpm-20111231_cal XML 239K
11: EX-101.DEF XBRL Definitions -- dpm-20111231_def XML 1.18M
12: EX-101.LAB XBRL Labels -- dpm-20111231_lab XML 1.86M
13: EX-101.PRE XBRL Presentations -- dpm-20111231_pre XML 1.69M
9: EX-101.SCH XBRL Schema -- dpm-20111231 XSD 315K
56: ZIP XBRL Zipped Folder -- 0001193125-12-270732-xbrl Zip 351K
| Third Supplemental Indenture |
Exhibit 4.1
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
Third Supplemental Indenture
Dated as of June 14, 2012
to
Dated as of September 30, 2010
| Page | ||||||
| ARTICLE 1 AMENDMENTS | 2 | |||||
| Section 1.01 | Amendment of Section 101 of Original Indenture | 2 | ||||
| Section 1.02 | Amendment of Section 402(4) of Original Indenture | 2 | ||||
| Section 1.03 | Amendment of Section 1604 of Original Indenture | 2 | ||||
| ARTICLE 2 MISCELLANEOUS PROVISIONS | 3 | |||||
| Section 2.01 | Recitals by Company and the Guarantor | 3 | ||||
| Section 2.02 | Ratification and Incorporation of Original Indenture | 3 | ||||
| Section 2.03 | Executed in Counterparts | 3 | ||||
| Section 2.04 | Governing Law; Waiver of Jury Trial | 3 | ||||
| Section 2.05 | Effect of Headings | 3 | ||||
i
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is made as of June 14, 2012, by and between 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 (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (herein called the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of September 30, 2010 (the “Original Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference, and the Original Indenture, as amended and supplemented to the date hereof, including by this Third Supplemental Indenture, is herein called the “Indenture”;
WHEREAS, all capitalized terms used in this Third Supplemental Indenture that are not otherwise defined herein shall have the meanings given to them in the Indenture;
WHEREAS, the Company has heretofore entered into a First Supplemental Indenture dated as of September 30, 2010, pursuant to which the Company created a series of Securities under the Original Indenture issued in an initial aggregate principal amount of $250,000,000, designated as the 3.25% Senior Notes due 2015 (the “2015 Notes), such series having been guaranteed by the Guarantor;
WHEREAS, the Company has heretofore entered into a Second Supplemental Indenture dated as of March 13, 2012, pursuant to which the Company created a series of Securities under the Original Indenture issued in an initial aggregate principal amount of $350,000,000, designated as the 4.95% Senior Notes due 2022 (the “2022 Notes), such series having been guaranteed by the Guarantor;
WHEREAS, under Section 901 of the Indenture, the Trustee, the Company and the Guarantor (when authorized by or pursuant to Board Resolutions) may, without the consent of any Holders of Securities, enter into a supplemental indenture to the Indenture, in form satisfactory to the Trustee under the circumstances described therein, including to surrender any right or power conferred upon the Company or the Guarantors under the Indenture pursuant to Section 901(2) or to make any change to the Indenture that does not adversely affect the rights of Holders of Outstanding Securities in any material respect pursuant to Section 901(17);
WHEREAS, the Company proposes to amend the Indenture provisions regarding the terms on which the Guarantee of the Guarantor or any future Guarantees of the Guarantor or of Subsidiaries or other Affiliates of the Company may be released or terminated; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture and to make it the valid and binding obligations of the Company and the Guarantor have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
AMENDMENTS
Section 1.01 Amendment of Section 101 of Original Indenture. Section 101 of the Original Indenture is hereby amended by inserting in that Section, after the definition of the term “Subsidiary,” the following definition:
“Subsidiary Guarantor” means a Guarantor that is a Subsidiary of the Company.
Section 1.02 Amendment of Section 402(4) of Original Indenture. Article Four of the Original Indenture is hereby amended and supplemented by deleting Section 402(4) of the Original Indenture and inserting the following language immediately after Section 402(3) of the Original Indenture:
(4) If either defeasance or covenant defeasance occurs with respect to Securities of a particular series that are entitled to the benefits of a Guarantee of any Subsidiary Guarantor, such Guarantee will terminate with respect to that series of Securities.
Section 1.03 Amendment of Section 1604 of Original Indenture. Section 1604 of the Original Indenture is hereby amended and supplemented by deleting Section 1604 of the Original Indenture and inserting the following language immediately after Section 1603 of the Original Indenture:
Section 1604 Release of Subsidiary Guarantors from Guarantee.
(1) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 402 and in this Section 1604. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article Sixteen shall be unconditionally released and discharged (i) following delivery of an Officer’s Certificate to the Trustee to the effect that such release or discharge has occurred pursuant to the terms and conditions of any series of Securities covered by such Guarantee, or (ii) automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of all of the Company’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture).
(2) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary Guarantor from the Guarantee upon receipt of a written
2
request of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the Subsidiary Guarantor is entitled to such release in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities entitled to the benefits of the Guarantee as provided in this Indenture, subject to the limitations of Section 1603.”
ARTICLE 2
MISCELLANEOUS PROVISIONS
Section 2.01 Recitals by Company and the Guarantor . The recitals in this Third Supplemental Indenture are made by the Company and the Guarantor only and not by the Trustee, and the Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Third Supplemental Indenture as fully and with like effect as if set forth herein in full. The provisions of this Third Supplemental Indenture shall apply to all Securities issued in the future pursuant to the Indenture, and to all Outstanding Securities, including the 2015 Notes and the 2022 Notes.
Section 2.02 Ratification and Incorporation of Original Indenture . As amended and supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. If and to the extent that the provisions of the Original Indenture are duplicative of, or in contradiction with, the provisions of this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern.
Section 2.03 Executed in Counterparts . This Third Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Portable Document Format (PDF) or facsimile signatures shall be deemed originals.
Section 2.04 Governing Law; Waiver of Jury Trial . THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE. EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 2.05 Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
3
IN WITNESS WHEREOF, each party hereto has caused this Third Supplemental Indenture to be signed in its name and behalf by its duly authorized signatory, all as of the day and year first above written.
| DCP MIDSTREAM OPERATING, LP | ||||||
| By: | DCP Midstream Operating, LLC, its general partner | |||||
| By: | /s/ Rose M. Robeson | |||||
| Name: | Rose M. Robeson | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
| DCP MIDSTREAM PARTNERS, LP | ||||||
| By: | DCP Midstream GP, LP, its general partner | |||||
| By: | DCP Midstream GP, LLC, its general partner | |||||
| By: | /s/ Rose M. Robeson | |||||
| Name: | Rose M. Robeson | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: | /s/ Richard Tarnas | |
| Name: | Richard Tarnas | |
| Title: | Vice President | |
[signature page to Third Supplemental Indenture]
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 6/14/12 | 8-K, S-3ASR | ||
| 3/13/12 | 8-K | |||
| 9/30/10 | 10-Q, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Phillips 66 10-K 12/31/23 175:31M 2/22/23 Phillips 66 10-K 12/31/22 168:24M 2/17/23 DCP Midstream, LP 10-K 12/31/22 127:20M 11/09/22 Phillips 66 10-Q 9/30/22 104:13M 2/18/22 DCP Midstream, LP 10-K 12/31/21 126:21M 11/19/21 DCP Midstream, LP 8-K:1,2,8,911/19/21 14:502K Donnelley … Solutions/FA 2/19/21 DCP Midstream, LP 10-K 12/31/20 133:24M 10/02/20 DCP Midstream, LP S-3ASR 10/02/20 9:954K Donnelley … Solutions/FA |