EXHIBIT 10.1
THIRD AMENDMENT
TO
PARENT COMPANY AGREEMENT
This Third Amendment to Parent Company Agreement (this "Amendment"),
dated as of July 29, 2004, is entered into by and among Duke Energy Field
Services Corporation, a Delaware corporation ("DEFS Holding"), Duke Energy Field
Services, LLC, a Delaware limited liability company (the "Company"),
ConocoPhillips Company, a Delaware corporation ("COP") and Duke Energy
Corporation, a North Carolina corporation ("Duke").
WHEREAS, reference is made to that certain Parent Company Agreement
by and among the Company, DEFS Holding, COP and Duke dated as of March 31, 2000,
as amended by the First Amendment to Parent Company Agreement dated as of May
25, 2000 and as further amended by the Second Amendment to Parent Company
Agreement dated as of August 4, 2000 (as so amended the "Parent Company
Agreement") (capitalized terms used but not defined herein shall have the
meaning given thereto in the Parent Company Agreement); and
WHEREAS, the parties desire to amend the Parent Company Agreement as
set forth herein.
NOW, THEREFORE, for and in consideration of the mutual benefits to
be derived from this Amendment, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
1. PARENT COMPANY AGREEMENT AMENDMENT. The Parent Company Agreement is
hereby amended as follows:
(a) Section 5.1 of the Parent Company Agreement is hereby
amended by deleting Section 5.1 thereof and replacing it with the
following in its place and stead:
"Section 5.1 Structure; Transfers. For the period from
the date of this Agreement until the consummation of the
IPO, (i) Duke shall cause DEFS Holding to own and hold
all of Duke's Company Interest, and (ii) Phillips shall
cause (A) PGC to own and hold all of Phillips' Company
Interest and no other assets or liabilities and (B)
PGCSI to own and hold all of the capital stock of PGC
and no other assets or liabilities."
(b) Article V of the Parent Company Agreement is hereby
amended by adding at the end of such Article the following new
Section:
"Section 5.4 Indemnity. Duke shall indemnify and hold
harmless COP and its Affiliates and the Company and its
Affiliates (excluding Duke and Duke's Subsidiaries other
than the Company and the Company's Subsidiaries) from
and against the present value tax cost incurred by COP
and its Affiliates and the Company and its Affiliates
(excluding Duke and Duke's Subsidiaries other than the
Company and the Company's Subsidiaries) in connection
with any tax depreciation restart liability that
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COP and its Affiliates may incur as a result of the
restructuring or reorganization of the Company by Duke
if an IPO is consummated in the structure originally
contemplated by Duke and COP on the Closing Date."
2. ACKNOWLEDGEMENT. Except as amended hereby, the Parent Company
Agreement shall remain in full force and effect as previously
executed, and the parties hereby ratify the Parent Company Agreement
as amended hereby.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts
have been signed by each of the parties hereto and delivered
(including by facsimile) to the other parties.
4. INCORPORATION. The provisions of Sections 8.2 through 8.12 of the
Parent Company Agreement are hereby incorporated herein and shall be
deemed to include and/or apply to this Agreement, as appropriate.
IN WITNESS WHEREOF, each of the undersigned, intending to be legally
bound, has caused this Amendment to be duly executed and delivered on the date
first set forth above.
DUKE ENERGY FIELD SERVICES CORPORATION
By: /s/ W. H. Easter III
-------------------------------
Name: W. H. Easter III
Title: Chairman of the Board, President
and CEO
DUKE ENRGY FIELD SERVICES, LLC
By: /s/ W. H. Easter III
--------------------------------
Name: W. H. Easter III
Title: Chairman of the Board, President
and CEO
DUKE ENERGY CORPORATION
By: /s/ Fred J. Fowler
-------------------------------
Name: Fred J. Fowler
Title: President and COO Duke Energy
CONOCOPHILLIPS
By: /s/ John E. Lowe
--------------------------------
Name: John E. Lowe
Title: Executive VP, Planning, Strategy
& Corporate Affairs
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