Partnership that may be established after the date hereof that is not expressly made senior to, or on parity with, the Series C Preferred Units as to the payment of distributions and amounts
payable upon a liquidation event (the Junior Securities). The Series C Preferred Units will rank
pari passu
with the Partnerships Series A Preferred Units and Series B Preferred Units and each class or series of limited
partner interests or other equity securities in the Partnership established after the date hereof with terms expressly providing that such class or series ranks on parity with the Series C Preferred Units as to the payment of distributions and
amounts payable upon a liquidation event (Parity Securities). The Series C Preferred Units will rank junior to (i) each other class or series of limited partner interests or equity securities in the Partnership established after the
date hereof with terms expressly made senior to the Series C Preferred Units as to the payment of distributions and amounts payable upon a liquidation event (the Senior Securities), and (ii) all of the Partnerships existing
and future indebtedness and other liabilities with respect to assets available to satisfy claims against the Partnership.
Distributions
on the Series C Preferred Units will accrue and be cumulative and compounding from the date of issuance and will be payable quarterly in arrears on the 15th day of each January, April, July and October when, as and if declared by the board of
directors of DCP Midstream GP, LLC, which is the general partner of the Partnerships general partner, DCP Midstream GP, LP, out of legally available funds for such purpose. The
pro-rated
initial
distribution on the Series C Preferred Units will be payable on January 15, 2019, in an amount equal to approximately $0.5576 per Series C Preferred Unit. The Partnership will not declare or pay, or set apart for payment, distributions on any
Junior Securities (other than a distribution payable solely in Junior Securities) unless full cumulative distributions have been, or contemporaneously are being, paid or set apart for payment on all outstanding Series C Preferred Units and any
Parity Securities through the most recent respective distribution payment dates. To the extent a distribution period applicable to a class of Junior Securities or Parity Securities is shorter than the distribution period applicable to the Series C
Preferred Units (e.g., monthly rather than quarterly), the general partner may declare and pay regular distributions with respect to such Junior Securities or Parity Securities so long as, at the time of declaration of such distribution, the general
partner expects to have sufficient funds to pay the full distribution in respect of the Series C Preferred Units on the next successive distribution payment date.
The initial distribution rate for the Series C Preferred Units from and including the date hereof to, but not including, October 15, 2023
will be 7.95% per annum of the $25.00 liquidation preference per unit (equal to $1.9875 per unit per annum). On and after October 15, 2023, distributions on the Series C Preferred Units will accumulate for each distribution period at a
percentage of the $25.00 liquidation preference equal to an annual floating rate of the then-current three-month LIBOR plus a spread of 4.882%.
At any time prior to October 15, 2023, within 120 days after the conclusion of any review or appeal process instituted by the Partnership
following the occurrence of a Ratings Event (as defined below), the Partnership may, at its option, redeem the Series C Preferred Units in whole, but not in part, at a redemption price in cash per Series C Preferred Unit equal to $25.50 (102% of the
liquidation preference of $25.00), plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date fixed for redemption, whether or not declared. Any such redemption would be effected only out of funds
legally available for such purpose and will be subject to compliance with the provisions of the Partnerships outstanding indebtedness. A Ratings Event means a change by any Rating Agency (as defined in the Partnership Agreement) to
the equity credit criteria of a Rating Agency for securities such as the Series C Preferred Units, as such criteria are in effect as of the date hereof (the Series C Preferred Current Criteria), which change results in (i) any
shortening of the length of time for which the Series C Preferred Current Criteria are scheduled to be in effect with respect to the Series C Preferred Units, or (ii) a lower Equity Credit being given to the Series C Preferred Units than the
Equity Credit that would have been assigned to the Series C Preferred Units by such Rating Agency pursuant to the Series C Preferred Current Criteria. Equity Credit for the purposes of the Series C Preferred Units means the dollar amount
or percentage in relation to the stated liquidation preference amount of $25.00 per Series C Preferred Unit assigned to the Series C Preferred Units as equity, rather than debt, by a rating agency in evaluating the capital structure of an entity.
At any time on or after October 15, 2023, the Partnership may redeem, in whole or in part, the Series C Preferred Units at a
redemption price of $25.00 per Series C Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date of redemption, whether or not declared. The Partnership must provide not less than 30
days and not more than 60 days written notice of any such redemption. Any such redemption would be effected only out of funds legally available for such purpose and will be subject to compliance with the provisions of the
Partnerships outstanding indebtedness.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Partnership
Agreement) of the Partnership, (i) the Partnership may, at its option, redeem the Series C Preferred Units in whole or in part within 120 days after the first date on which such Change of Control Triggering Event occurred, by paying $25.00 per
Series C Preferred Unit, plus all accumulated and unpaid distributions to, but not including, the redemption date, whether or not declared; and (ii) each holder of Series C Preferred Units will have the right (unless the Partnership provided
notice of its election to redeem such holders