SECOND AMENDMENT TO OMNIBUS AGREEMENT

 

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".

 

 

A.

The Parties entered into that certain Omnibus Agreement dated as of December 7, 2005, as amended by that certain First Amendment to Omnibus Agreement dated April 1, 2006 (together referred to as the "Omnibus Agreement") (capitalized terms used but not defined herein shall have the meaning given thereto in the Omnibus Agreement).

 

B.

The Parties desire to amend Section 3.3 of the Omnibus Agreement to adjust the fixed general and administrative expenses to take into account the Gas Supply Resources LLC assets ("GSR") transferred to the MLP in the transaction set forth in that certain Contribution Agreement between DCP LP Holdings, LP and the MLP, dated as of October 9, 2006 (the "Contribution Agreement").

 

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledge, the Parties hereby agree as follows:

 

1.	Omnibus Agreement Amendment. The Omnibus Agreement is hereby amended by replacing Section 3.3(a) in its entirety with the following:

 

"The amount for which DEFS shall be entitled to reimbursement from the Partnership Group pursuant to Section 3.1(b) for general and administrative expenses associated with the original assets that were part of the MLP’s initial public offering shall be a fixed fee equal to $4.8 million through calendar year 2006 (the “IPO G&A Expenses Limit”). After calendar year 2006, the IPO G&A Expenses Limit shall be increased annually by the percentage increase in the Consumer Price Index - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year (the "CPI Adjustment"). The amount for which DEFS shall be entitled to reimbursement from the Partnership Group pursuant to Section 3.1(b) for general and administrative expenses associated with the contribution of the GSR assets to the MLP in the Contribution Agreement shall be a fixed fee equal to $2.0 million for calendar years 2006 and 2007 (the "GSR G&A Expenses Limit"), but shall be prorated for calendar year 2006 based on the number of days remaining in calendar year 2006 following the Closing Date (as that term is defined in the Contribution Agreement). After calendar year 2007, the GSR G&A Expenses Limit shall be increased by the CPI Adjustment. In the event that the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands following the date of this Agreement, then the IPO G&A Expenses Limit and/or GSR G&A Expenses Limit shall be appropriately increased in order to account for adjustments in the nature and extent of the general and administrative services by DEFS to the Partnership Group, with any such increase subject to the approval of both the Special Committee of DCP LLC’s Board of Directors and DEFS. For time periods after calendar year 2008, DEFS and the General Partner will determine the amount of general and administrative expenses that will be properly allocated to the Partnership in accordance with the terms of the Partnership Agreement.

 

 

2.

Acknowledgement. Except as amended hereby, the Omnibus Agreement shall remain in full force and effect as previously executed, and the Parties hereby ratify the Omnibus 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.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EACH OF THE UNDERSIGNED, intending to be legally bound, has caused this Amendment to be duly executed and delivered to be effective as of October 31, 2006, regardless of the actual date of execution of this Amendment.

 

	DUKE ENERGY FIELD SERVICES, LLC
	By:	/s/ Mark Borer
		Name: Mark A. Borer Title: Vice President

 

	DCP MIDSTREAM GP, LLC
	By:	/s/ Greg K. Smith
		Name: Greg K. Smith Title: Vice President

	DCP MIDSTREAM GP, LP By: DCP MIDSTREAM GP, LLC, its general partner
	By:	/s/ Greg K. Smith
		Name: Greg K. Smith Title: Vice President

 

	DCP MIDSTREAM PARTNERS, LP By: DCP MIDSTREAM GP, LP, its general partner By: DCP MIDSTREAM GP, LLC, its general partner
	By:	/s/ Greg K. Smith
		Name: Greg K. Smith Title: Vice President

 

	DCP MIDSTREAM OPERATING, LP
	By:	/s/ Greg K. Smith
		Name: Greg K. Smith Title: Vice President