Omnibus Agreement
The employees supporting our operations are employees of DCP Midstream, LLC. We have entered into
an omnibus agreement, as amended, or the Omnibus Agreement, with DCP Midstream, LLC. Under the
Omnibus Agreement, we are required to reimburse DCP Midstream, LLC for salaries of operating personnel
and employee benefits as well as capital expenditures, maintenance and repair costs, taxes and other direct costs
incurred by DCP Midstream, LLC on our behalf. We also pay DCP Midstream, LLC an annual fee for
centralized corporate functions performed by DCP Midstream, LLC on our behalf, including legal, accounting,
cash management, insurance administration and claims processing, risk management, health, safety and
environmental, information technology, human resources, credit, payroll, taxes and engineering.
Commencing January 2012 we extended the omnibus agreement through December 31, 2012 for an annual
fee of $17.6 million. The Omnibus Agreement also addresses the following matters:
• DCP Midstream, LLC’s obligation to indemnify us for certain liabilities and our obligation to indemnify
DCP Midstream, LLC for certain liabilities;
• DCP Midstream, LLC’s obligation to continue to maintain its credit support, including without
limitation guarantees and letters of credit, for our obligations related to commercial contracts with
respect to its business or operations that were in effect at the closing of our initial public offering until
the expiration of such contracts; and
• Our general partner will have the right to agree to further increases in connection with expansions of our
operations through the acquisition or construction of new assets or businesses, with the concurrence of
the special committee of DCP Midstream GP, LLC’s board of directors.
Our General Partner and its affiliates will also receive payments from us pursuant to the contractual
arrangements described below under the caption “Contracts with Affiliates.”
Any or all of the provisions of the Omnibus Agreement, other than the indemnification provisions
described below, will be terminable by DCP Midstream, LLC at its option if our general partner is removed
without cause and units held by our general partner and its affiliates are not voted in favor of that removal. The
Omnibus Agreement will also terminate in the event of a change of control of us, our general partner (DCP
Midstream GP, LP) or our General Partner (DCP Midstream GP, LLC).
Competition
None of DCP Midstream, LLC or any of its affiliates, including Spectra Energy and ConocoPhillips, is
restricted, under either our partnership agreement or the Omnibus Agreement, from competing with us. DCP
Midstream, LLC and any of its affiliates, including Spectra Energy and ConocoPhillips, may acquire, construct
or dispose of additional midstream energy or other assets in the future without any obligation to offer us the
opportunity to purchase or construct those assets.
Contracts with Affiliates
We charge transportation fees, sell a portion of our residue gas and NGLs to, and purchase natural gas and
NGLs from, DCP Midstream, LLC, ConocoPhillips, and their respective affiliates. We also purchase a portion
of our propane from and market propane on behalf of Spectra Energy. Management anticipates continuing to
purchase and sell these commodities to DCP Midstream, LLC, ConocoPhillips and their respective affiliates,
and Spectra Energy in the ordinary course of business.
Natural Gas Gathering and Processing Arrangements
We have a fee-based contractual relationship with ConocoPhillips, which includes multiple contracts,
pursuant to which ConocoPhillips has dedicated all of its natural gas production within an area of mutual
interest to certain of our systems under multiple agreements that are market based. These agreements provide
for gathering, processing and transportation services. We collect fees from ConocoPhillips for gathering and
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