0001193125-09-074556 Sample Contracts

AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM PARTNERS, LP
DCP Midstream Partners, LP • April 7th, 2009 • Natural gas transmission • Delaware

This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the “Partnership Agreement”), is entered into effective as of April 1, 2009, by DCP Midstream GP, LP, a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP EAST TEXAS HOLDINGS, LLC DATED APRIL 1 2009 BETWEEN DCP MIDSTREAM, LLC AND DCP ASSETS HOLDING, LP
Limited Liability Company Agreement • April 7th, 2009 • DCP Midstream Partners, LP • Natural gas transmission • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), dated as of April 1 2009, by and between DCP MIDSTREAM, LLC (the “Midstream Member”), a Delaware limited liability company, and DCP ASSETS HOLDING, LP (the “MLP Member”), a Delaware limited partnership.

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