0001144204-06-045702 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LP
DCP Midstream Partners, LP • November 7th, 2006 • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LP dated as of November 1, 2006, is entered into by and between DCP Midstream GP, LP, a Delaware limited partnership, as the General Partner, and the Limited Partners, 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:

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SECOND AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • November 7th, 2006 • DCP Midstream Partners, LP • Natural gas transmission

This Second Amendment to Omnibus Agreement (this "Amendment") is dated as of November 1, 2006 and entered into by and among Duke Energy Field Services, LLC, a Delaware limited liability Company ("DEFS"), DCP Midstream GP, LLC, a Delaware limited liability company ("DCP LLC"), DCP Midstream GP, LP, a Delaware limited partnership (the "General Partner"), DCP Midstream Partners, LP, a Delaware limited partnership (the "MLP"), and DCP Midstream Operating, LP (the "OLP"). The above-named entities are sometimes referred to in this Amendment each as a "Party" and collectively as the "Parties".

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