exhibit 10. 1 execution version first amended and restated agreement of limited partnership of centerpoint energy field services lp the holders of the partnership interests represented by this agreement acknowledge for the benefit of centerpoint energy field services lp that the partnership interests may not be sold, offered, resold, pledged or otherwise transferred if such transfer would ( a ) violate the then applicable federal or state securities laws or rules and regulations of the securities and exchange commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, ( b ) terminate the existence of centerpoint energy field services lp under the laws of the state of delaware or ( c ) cause centerpoint energy field services lp to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes ( to the extent not already so treated or taxed ). cnp oge gp llc, the general partner of centerpoint energy field services lp, may impose additional restrictions on the transfer of the partnership interests if it receives an opinion of counsel that such restrictions are necessary to ( a ) avoid a significant risk of centerpoint energy field services lp becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes or ( b ) in the case of limited partner interests, to preserve the uniformity thereof ( or any class or classes of limited partner interests ). the restrictions set forth above shall not preclude the settlement of any transactions involving the partnership interests entered into through the facilities of any national securities exchange on which the partnership interests are listed or admitted to trading. table of contents article i definitions section 1. 1 definitions 1 section 1. 2 construction 29 article ii organization section 2. 1 formation ; conversion 30 section 2. 2 name 30 section 2. 3 registered office ; registered agent ; principal office ; other offices 30 section 2. 4 purpose and business 30 section 2. 5 powers 31 section 2. 6 term 31 section 2. 7 title to partnership assets 31 section 2. 8 partnership initial public offering 32 section 2. 9 power of attorney 32 article iii rights of limited partners section 3. 1 limitation of liability 33 section 3. 2 management of business 33 section 3. 3 rights of limited partners 34 section 3. 4 bronco approval and observer rights 35 article iv certificates ; record holders ; transfer of partnership interests ; redemption of partnership interests section 4. 1 certificates 39 section 4. 2 mutilated, destroyed, lost or stolen certificates 40 section 4.