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EXHIBIT 10.8(b)
FIRST AMENDMENT
TO
PARENT COMPANY AGREEMENT
This First Amendment to Parent Company Agreement (this "Amendment"),
dated as of May 25, 2000, is entered into by and among Phillips Petroleum
Company, a Delaware corporation ("Phillips"), Duke Energy Corporation, a North
Carolina corporation ("Duke"), Duke Energy Field Services, LLC, a Delaware
limited liability company (the "Company") and Duke Energy Field Services
Corporation, a Delaware corporation ("DEFS").
WHEREAS, reference is made to that certain Parent Company Agreement by
and among Phillips, Duke, the Company and DEFS dated as of March 31, 2000 (the
"Parent Company Agreement"); and
WHEREAS, Phillips, Duke, the Company and DEFS desire to amend the
Parent Company Agreement;
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:
Section 1. AMENDMENTS TO PARENT COMPANY AGREEMENT. The Parent Company
Agreement is hereby amended as follows:
(a) The definition of "Average Market Price" in Section 1.1 of
the Parent Company Agreement and in Exhibit C ("Terms of PGCSI Parent
Rights") and Exhibit D ("Terms of DENG Rights") to Exhibit A
("Agreement of Merger of Phillips Gas Company Shareholder, Inc. with
and into Duke Energy Field Services Corporation") to the Parent Company
Agreement is hereby amended by adding at the end of such definition in
each instance after the phrase "(exclusive of the pricing day)" the
following:
"; provided, that, if the IPO is consummated on or before June
24, 2000, then (x) if the IPO Price is greater than or equal
to $20 per share, the Average Market Price shall not be below
the Floor Price or in excess of the Ceiling Price and (y) if
the IPO Price is less than $20 per share, the Average Market
Price shall be equal to the IPO Price. "Floor Price" shall
mean the IPO Price minus $1 per share. "Ceiling Price" shall
mean the IPO Price plus $1 per share. "IPO Price" shall mean
the public offering price per share of the Corporation Common
Stock in the IPO."
(b) Item 2 of Annex A ("Super-Majority Items") to Exhibit B
("Amended and Restated Bylaws of Duke Energy Field Services
Corporation") to Exhibit A ("Agreement of Merger of Phillips Gas
Company Shareholder, Inc. with and into Duke Energy Field Services
Corporation") to the Parent Company Agreement is amended by deleting it
in its entirety and inserting the following in replacement therefor:
"2. Entering a new line of business outside of the midstream
gas gathering, processing, transportation and marketing
businesses (and directly related activities)
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in the United States and Canada, the marketing of natural gas
liquids in Mexico, the transportation of refined petroleum
products and liquefied petroleum gases and related products
and related terminaling, storage and other activities, and the
gathering, transportation, storage and marketing of crude
oil."
(c) Item 1 of Exhibit B ("Phillips Veto Actions") to Exhibit B
("Shareholders Agreement by and among Duke Energy Natural Gas
Corporation and Phillips Petroleum Company") to the Parent Company
Agreement is amended by deleting it in its entirety and inserting the
following in replacement therefor:
"1. Entering a new line of business outside of the midstream
gas gathering, processing, transportation and marketing
businesses (and directly related activities) in the United
States and Canada, the marketing of natural gas liquids in
Mexico, the transportation of refined petroleum products and
liquefied petroleum gases and related products and related
terminaling, storage and other activities, and the gathering,
transportation, storage and marketing of crude oil."
Section 2. MISCELLANEOUS.
(a) 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 party.
(b) 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 Amendment, as
appropriate.
(c) Ratification. Except as amended hereby, the Parent Company
Agreement shall remain in full force and effect as previously executed
by the parties, and the parties hereby ratify the Parent Company
Agreement as amended hereby.
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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.
PHILLIPS PETROLEUM COMPANY
By: /s/ JOHN A. CARRIG, SR.
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Name: John A. Carrig, Sr.
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Title: Vice President and Treasurer
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DUKE ENERGY CORPORATION
By: /s/ RICHARD McGEE
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Name: Richard McGee
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Title: Vice President
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DUKE ENERGY FIELD SERVICES, LLC
By: /s/ MARTHA B. WYRSCH
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Name: Martha B. Wyrsch
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Title: Senior Vice President-
General Counsel and Secretary
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DUKE ENERGY FIELD SERVICES CORPORATION
By: /s/ MARTHA B. WYRSCH
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Name: Martha B. Wyrsch
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Title: Senior Vice President-
General Counsel and Secretary
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