exv10w3






Exhibit 10.3




SECOND AMENDMENT to




THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT



for



DISCOVERY PRODUCER SERVICES LLC



     This Second Amendment (“this Amendment”) to the Third Amended and Restated Limited Liability
Company Agreement (the “Agreement”) of Discovery Producer Services LLC (the “Company”), is
adopted, executed and agreed to by and among DCP Assets Holding, LP (“DCP Member”), a Delaware
limited partnership and Williams Partners Operating LLC (“Williams Member”), a Delaware limited
liability company, as all of the Members of the Company, pursuant to the authority granted in
Section 11.2 of the Agreement. Capitalized terms used but not defined in this Amendment shall have
the meaning assigned to such terms in the Agreement.



     WHEREAS, the Members entered into the Agreement on June 13, 2005, but effective as of the
Effective Date;



     WHEREAS, Section 11.2 of the Agreement provides that the Agreement may be amended by an
instrument in writing signed by all of the Members;



     WHEREAS, the Members deem it to be in the best interest of the Company to amend the definition
of “Available Cash” in Section 1.2 and to amend Section 4.3 of the Agreement as provided in this
Amendment.



     NOW, THEREFORE, the Agreement is hereby amended as follows:




1. The definition of “Available Cash” in Section 1.2 is hereby deleted in its entirety and
restated to read as follows:




     “Available Cash” means, with respect to any Quarter ending prior to the
dissolution or liquidation of the Company, and without duplication:




	 	(a)	 	the sum of (i) all cash and cash equivalents of the Company
on hand at the end of the month preceding the end of such Quarter and (ii) all
additional cash and cash equivalents of the Company on hand on the date of
determination of Available Cash with respect to such Quarter resulting from
Working Capital Borrowings, less
	 
	 	(b)	 	the amount of any cash reserves that is necessary or
appropriate in the reasonable discretion of the Management Committee to (i)
provide for the proper conduct of the business of the Company (including
reserves for future capital expenditures and for anticipated future credit
needs of the Company) subsequent to such Quarter or (ii) comply with
applicable Law or any loan agreement, security agreement, mortgage, debt





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instrument or other agreement or obligation to which the Company is a
party or by which it is bound or its assets are subject.




Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in
which a liquidation or dissolution of the Company occurs and any subsequent Quarter
shall equal zero.




2. Section 4.3 is hereby deleted in its entirety and restated to read as follows:




“Section 4.3 Distributions.




     By the end of each Quarter ending after the Effective Date an amount equal to
100% of Available Cash with respect to such Quarter shall, subject to Section
18-607 of the Delaware Act, be distributed in accordance with this Article 4 by the
Company to the Members in accordance with their respective Percentage Interests;
provided, no such distribution of Available Cash shall be made to Members until the
Williams Member shall have been repaid in full the aggregate amount of any Working
Capital Shortfall Advance made pursuant to Section 3.6(b).”




3. Except as hereby amended, the Agreement shall remain in full force and effect.




4. This Amendment shall be governed by and construed and enforced in accordance with the
Laws of the State of Delaware as applied to contracts made and performed within the State
of Delaware, without regard to principles of conflict of Laws.




5. If any of the provisions of this Amendment is held invalid or unenforceable, such
invalidity or unenforceability shall not affect in any way the validity or enforceability
of any other provision of this Amendment. In the event any provision is held invalid or
unenforceable, the Members shall attempt to agree on a valid or enforceable provision which
shall be a reasonable substitute for such invalid or unenforceable provision in light of
the tenor of this Amendment and, on so agreeing, shall incorporate such substitute
provision in this Amendment.




6. This Amendment may be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the Members hereto have executed this Amendment effective as of May 1,
2009.



	 	 	 	 	 
	 	DCP ASSETS HOLDING, LP

 	 
	 	By:  	/s/ Greg K. Smith
 	 
	 	 	Name:  	Greg K. Smith 	 
	 	 	Title:  	Vice President 	 
	 
	 	WILLIAMS PARTNERS OPERATING LLC

 	 
	 	By:  	/s/ Kevin R. Rehm
 	 
	 	 	Name:  	Kevin R. Rehm 	 
	 	 	Title:  	Member Representative 	 




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