Second Amended And Restated Agreement Sample Contracts

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Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. (December 13th, 2017)

THIS FORTY-SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this Amendment), dated as of December 13, 2017, is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the General Partner), as the general partner of Vornado Realty L.P., a Delaware limited partnership (the Partnership). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. dated as of October 20, 1997, as amended by the Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997, and further amended by the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to Second Amende

Newmark Group, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC HOLDINGS, L.P. Amended and Restated as of [*], 2017 (December 12th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of [*], is by and among BGC GP, LLC, a Delaware limited liability company (BGC GP, LLC), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner, BGC Partners, Inc., a Delaware corporation (BGC Partners), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, Newmark Group, Inc., a Delaware corporation (Newmark), and Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings).

Spectra Energy Partners, LP – Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, Lp (November 21st, 2017)

This Amendment No. 2 (this "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, a Delaware limited partnership (the "Partnership"), dated as of November 1, 2013, as amended by Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated July 2, 2015 (as amended, the "Partnership Agreement"), is entered into effective as of November 20, 2017, by Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, as the General Partner. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Dcp Midstream Partners Lp – Amendment No. 5 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream, Lp (November 20th, 2017)

This Amendment No. 5 (this Amendment) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream, 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 November 20, 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. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Bluerock Residential Growth REIT, Inc. – Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. Designation of Additional Series B Redeemable Preferred Units November 15, 2017 (November 20th, 2017)

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows:

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT MIDSTREAM PARTNERS, LP a Delaware Limited Partnership Dated as of November 14, 2017 (November 14th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT MIDSTREAM PARTNERS, LP dated as of November 14, 2017, is entered into by and between Summit Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and Summit Midstream Partners, LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Stonemor Partners L.P. – Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Stonemor Partners L.P. (November 9th, 2017)

This Amendment No. 1 (this "Amendment") to Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., a Delaware limited partnership (the "Partnership"), dated as of September 9, 2008 (the "Partnership Agreement"), is entered into effective as of November 3, 2017, by StoneMor GP LLC, a Delaware limited liability company (the "General Partner"), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Western Gas Partners Lp – Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, Lp (November 9th, 2017)

This Amendment No. 3 (this "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, a Delaware limited partnership (the "Partnership"), dated as of March 14, 2016, amended by Amendments No. 1 and No. 2, dated as of March 14, 2016 and February 22, 2017, respectively (as so amended, the "Partnership Agreement"), is entered into effective as of November 9, 2017, by Western Gas Holdings, LLC, a Delaware limited liability company (the "General Partner"), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Bluerock Residential Growth REIT, Inc. – EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF CLASS a PERFORMANCE LTIP UNITS October 31, 2017 (November 6th, 2017)

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows in connection the designation and issuance of the Class A Performance LTIP Units (as defined below):

Holly Energy Partners, L.P. – Second Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (November 1st, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOLLY ENERGY PARTNERS, L.P. dated as of October 31, 2017, is entered into by and between HEP Logistics Holdings, L.P., a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Tesoro Logistics Lp Common Unit – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP Dated October 30, 2017 (October 31st, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP dated as of October 30, 2017, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Workspace Property Trust – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORKSPACE PROPERTY TRUST, L.P. A Delaware Limited Partnership (October 27th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORKSPACE PROPERTY TRUST, L.P., dated as of , 2017 (the Effective Date), is made and entered into by and among WORKSPACE PROPERTY TRUST, a Maryland real estate investment trust, as the General Partner (as hereinafter defined) and the Persons (as hereinafter defined) whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Retail Opportunity Investments Partnership, LP – Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Retail Opportunity Investments Partnership, Lp (October 17th, 2017)

This Seventh Amendment (this "Amendment") to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership"), is made and entered as of October 11, 2017 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the "General Partner").

Phillips 66 Partners Lp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP a Delaware Limited Partnership Dated as of October 6, 2017 (October 10th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP, dated as of October 6, 2017, is entered into by and among PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Spirit Realty, L.P. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P. A Delaware Limited Partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS (October 3rd, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P., dated as of October 3, 2017, is made and entered into by and among Spirit General OP Holdings, LLC, a Delaware limited liability company, as the General Partner, Spirit Realty Capital, Inc., a Maryland corporation, as the Special Limited Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as Limited Partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Carlyle Group L.P. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. Dated as of September 13, 2017 (September 13th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. dated as of September 13, 2017, is entered into by and among Carlyle Group Management L.L.C., 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.

NextEra Energy Partners, LP – Second Amended and Restated Agreement of Limited Partnership of Nextera Energy Partners, Lp (August 7th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY PARTNERS, LP, dated as of August 4, 2017, is entered into by and between NextEra Energy Partners GP, Inc., a Delaware corporation, as the General Partner, and NextEra Energy Equity Partners, LP, a Delaware limited partnership, together with any other Persons who are or 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:

NextEra Energy Partners, LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY OPERATING PARTNERS, LP a Delaware Limited Partnership Dated as of August 4, 2017 (August 7th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY OPERATING PARTNERS, LP dated as of August 4, 2017, is entered into by and between NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, as the General Partner, NextEra Energy Equity Partners, LP, a Delaware limited partnership, and NextEra Energy Partners, LP, a Delaware limited partnership, 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:

NextEra Energy Partners, LP – Second Amended and Restated Agreement of Limited Partnership of Nep Opco (August 7th, 2017)

The following is a summary of the amendments to the First Amended and Restated Agreement of Limited Partnership of NEP OpCo (the "Original NEP OpCo Partnership Agreement"). The Second Amended and Restated Agreement of Limited Partnership of NEP OpCo (the "NEP OpCo Partnership Agreement") is included as an exhibit to this Form 8-K.

Bluerock Residential Growth REIT, Inc. – Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. Designation of Additional Series B Redeemable Preferred Units July 21, 2016 (July 21st, 2017)

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows:

Brekford Corp. – Second Amended and Restated Agreement and Plan of Merger (July 14th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2017 (the "Agreement"), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the "Company"), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Novume"), KeyStone Merger Sub, LLC , a Delaware limited liability company and a wholly-owned subsidiary of Novume previously existing as KeyStone Merger Sub, Inc. ("Company Merger Sub"), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume ("Brekford Merger Sub"), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation ("Brekford" and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a "Party" and collectively the "Parties").

Western Refining Logistics, LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP (As Amended Through June 19, 2017) (June 22nd, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP dated as of October 30, 2015, is entered into by and between Western Refining Logistics GP LLC, a Delaware limited liability company, as the General Partner, together with the other Persons who are or become Partners in the Partnership or parties hereto as provided herein;

Pattern Energy Group Inc. – SECOND AMENDED AND RESTATED aGREEMENT OF LIMITED PARTNERSHIP OF Pattern Energy Group Holdings 2 LP Dated Effective as of June 16, 2017 (June 19th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") of Pattern Energy Group Holdings 2 LP, a Delaware limited partnership (the "Partnership"), dated as of June 16, 2017 ("Signing Date"), is made by and among Pattern Energy Group Holdings 2 GP LLC, a Delaware limited liability company (the "General Partner"), the Class A Limited Partners set forth on Exhibit B hereto and the Class B Limited Partners set forth on Exhibit D hereto.

GPM Petroleum LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPM PETROLEUM LP a Delaware Limited Partnership March 1, 2016 (April 28th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of GPM PETROLEUM LP, a Delaware limited partnership (the Partnership), dated March 1, 2016 (the Effective Date), is adopted, executed and agreed to, for good and valuable consideration, by and among the General Partner and each of the undersigned Limited Partners.

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS TGP OPERATIONS LP Dated as of April 10, 2017 (April 10th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess TGP Operations LP, a Delaware limited partnership (the Partnership), effective as of April 10, 2017 (the Effective Date), is entered into by and between Hess TGP GP LLC, a Delaware limited liability company (Hess TGP GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LP a Delaware Limited Partnership Dated as of April 10, 2017 (April 10th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LP, dated as of April 10, 2017, is entered into by and between HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership (GP LP), as the General Partner, and HESS MIDSTREAM HOLDINGS LLC, a Delaware limited liability company, as the Organizational Limited Partner (Midstream Holdings), 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:

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP Dated as of April 10, 2017 (April 10th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess North Dakota Export Logistics Operations LP, a Delaware limited partnership (the Partnership), effective as of April 10, 2017 (the Effective Date), is entered into by and between Hess North Dakota Export Logistics GP LLC, a Delaware limited liability company (Export Logistics GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Mack Cali Realty L P – Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. (April 7th, 2017)

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACK-CALI REALTY, L.P. (the Fifth Amendment), dated as of April 4, 2017, to that certain Second Amended and Restated Agreement of Limited Partnership, dated as of December 11, 1997, as amended through the date hereof (collectively, the Agreement), of Mack-Cali Realty, L.P., a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Agreement.

Global Net Lease, Inc. – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. Dated as of February 28, 2017 (February 28th, 2017)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this "Amendment"), dated as of February 28, 2017, is hereby adopted by Global Net Lease, Inc., a Maryland corporation (hereinafter defined, as the "General Partner"), as the general partner of Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated as of June 2, 2015 (the "Agreement").

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP Dated as Of (February 13th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess North Dakota Export Logistics Operations LP, a Delaware limited partnership (the Partnership), effective as of [ ], 2017 (the Effective Date), is entered into by and between Hess North Dakota Export Logistics GP LLC, a Delaware limited liability company (Export Logistics GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS TGP OPERATIONS LP Dated as Of (February 13th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess TGP Operations LP, a Delaware limited partnership (the Partnership), effective as of [ ], 2017 (the Effective Date), is entered into by and between Hess TGP GP LLC, a Delaware limited liability company (Hess TGP GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Second Amended and Restated Agreement and Plan of Merger of Diego Pellicer, Inc., (February 6th, 2017)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 7, 2016, is made by and between Diego Pellicer, Inc., a Washington corporation ("Diego Washington"), and Diego Pellicer Worldwide Inc., a Delaware corporation ("Diego Delaware"). Diego Delaware and Diego Washington are sometimes referred to in this Agreement as the "Constituent Companies." This Agreement amends, restates, replaces and supersedes in its entirety that certain Agreement and Plan of Merger between the Constituent Companies dated as of January 23, 2014 (the "Prior Agreement' ).

Constellation Energy Prtnrs – Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Sanchez Production Partners Lp (January 27th, 2017)

This Amendment No. 1 (this "Amendment") to Second Amended and Restated Agreement of Limited Partnership of Sanchez Production Partners LP, a Delaware limited partnership (the "Partnership"), dated as of October 14, 2015 (the "Partnership Agreement"), is entered into effective as of January 25, 2017 by Sanchez Production Partners GP LLC, as the general partner of the Partnership (the "General Partner"), pursuant to Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

Dcp Midstream Partners Lp – Amendment No. 4 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream Partners, Lp (January 17th, 2017)

This Amendment No. 4 (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 11, 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. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Dcp Midstream Partners Lp – Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream Partners, Lp (January 6th, 2017)

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.