1 EXHIBIT 10.5 First Amendment to Services Agreement This First Amendment to the Services Agreement (this "Amendment") is made this 1st day of October, 2000, but effective as of December 31, 2000, by and between Duke Energy Corporation, Duke Energy Business Services LLC, Pan Service Company and Duke Energy Gas Transmission Corporation (collectively "Duke"), and Duke Energy Field Services, LLC (the "Company") (each, a "Party", and collectively, the "Parties"). RECITALS: WHEREAS, Duke and the Company are parties to that certain Services Agreement dated March 14, 2000 (the "Services Agreement") (capitalized terms used but not defined herein shall have the meaning given thereto in the Services Agreement); and WHEREAS, Duke and the Company desire to amend the Services Agreement as discussed in this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. The rate sheet found in Exhibit A, Article I of the Services Agreement shall be replaced in its entity with the Rate Sheet attached hereto as Exhibit A, Article I. 2. The Services listed in Exhibit A, Article II of the Services Agreement shall be replaced in their entirety with the Services attached hereto as Exhibit A, Article II. 3. Section 3.1 of the Services Agreement shall be terminated in its entity and replaced with the following new Section 3.1: Term. The term of this Agreement shall begin on January 1, 2001 and remain in effect until December 31, 2001. If both Duke and the Company desire to renew this Agreement for an additional 12-month term to begin on January 1 of a particular year, then beginning on August 1 of the existing year, the Parties shall renegotiate the terms and conditions of this Agreement (including without limitation the Services to be provided and their associated expense) which shall be applicable solely for the extended 12-month term. 4. Except as amended hereby, the Services Agreement shall remain in full force and effect as previously executed and the Parties ratify the Services Agreement as amended hereby. 2 IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered on the date first set forth above. DUKE ENERGY CORPORATION DUKE ENERGY BUSINESS SERVICES LLC By: /s/ SANDRA P. MEYER By: /s/ CECIL O. SMITH, JR. ------------------------------------- -------------------------------- Name: Sandra P. Meyer Name: Cecil O. Smith, Jr. Title: VP & Corporate Controller Title: SVP & CIO PAN SERVICE COMPANY DUKE ENERGY GAS TRANSMISSION CORPORATION By: /s/ DOROTHY M. ABLES By: /s/ DOROTHY M. ABLES -------------------------------------- --------------------------------- Name: Dorothy M. Ables Name: Dorothy M. Ables Title: Sr. VP Title: Sr. VP & CFO DUKE ENERGY FIELD SERVICES, LLC By: /s/ DAVID D. FREDERICK -------------------------------------- Name: David D. Frederick Title: Senior Vice President and Chief Financial Officer 2