Unassociated Document


    SEVENTH
      AMENDMENT

    TO

    OMNIBUS
      AGREEMENT

     

    This
      Seventh Amendment to Omnibus Agreement (this "Amendment")
      is
      dated as of October 1, 2008 and entered into by and among DCP Midstream, LLC,
      a
      Delaware limited liability Company ("DCPM"),
      DCP
      Midstream GP, LLC, a Delaware limited liability company ("DCPM
      GP LLC"),
      DCP
      Midstream GP, LP, a Delaware limited partnership (the "General
      Partner"),
      DCP
      Midstream Partners, LP, a Delaware limited partnership (the "MLP"),
      and
      DCP Midstream Operating, LP (the "OLP").
      The
      above-named entities are sometimes referred to in this Amendment each as a
      "Party"
      and
      collectively as the "Parties".

     

    RECITALS

     

    
      	 	
              A.

            	
              The
                Parties entered into that certain Omnibus Agreement dated as of December
                7, 2005, as amended by that certain First Amendment to Omnibus Agreement
                dated April 1, 2006, Second Amendment to Omnibus Agreement dated
                November
                1, 2006, Third Amendment to Omnibus Agreement dated May 9, 2007,
                Fourth
                Amendment to Omnibus Agreement dated July 1, 2007, Fifth Amendment
                to
                Omnibus Agreement dated August 7, 2007 and Sixth Amendment to Omnibus
                Agreement dated August 29, 2007 (together referred to as the "Omnibus
                Agreement")
                (capitalized terms used but not defined herein shall have the meaning
                given thereto in the Omnibus
                Agreement).

            


    

     

    
      	 	
              B.

            	
              Section
                3.3
                of
                the Omnibus Agreement currently addresses the fixed general and
                administrative expenses for the original assets that were part of
                the
                MLP’s initial public offering, the Gas Supply Resources LLC assets
                ("GSR")
                transferred to the MLP in the transaction set forth in that certain
                Contribution Agreement between DCP LP Holdings, LP and the MLP, dated
                as
                of October 9, 2006 (the "GSR
                Contribution Agreement"),
                the assets acquired by the MLP from Anadarko Anadarko Gathering Company
                and Anadarko Energy Services Company in the transaction set forth
                in that
                certain Purchase and Sale Agreement dated March 7, 2007 (the "Panther
                PSA"),
                the 40% interest in Discovery Producer Services, LLC (the general
                and
                administrative expenses for the MLP’s 25% interest in DCP East Texas
                Holdings, LLC is addressed in the limited liability company agreement
                for
                that entity) transferred to the MLP in the transaction set forth
                in that
                certain Contribution Agreement between DCP LP Holdings, LP and the
                MLP
                dated May 23, 2007 (the "Columbus
                Contribution Agreement"),
                and the membership interest in Momentum Energy Group, LLC transferred
                to
                the MLP in the transaction set forth in that certain Contribution
                and Sale
                Agreement dated May 21, 2007 among Gas Supply Resources Holdings,
                Inc.,
                ("GSR
                HOLDINGS"),
                DCPM, and the MLP (the "Bass
                Contribution Agreement")
                and the adjustments to take into account three additional full time
                equivalents and extending the term through December 31, 2009 that
                was
                dated August 7, 2007 (the "2007
                Adjustment").

            


    

     

    
      	 	
              C.

            	
              The
                Parties desire to amend Section
                3.3
                of
                the Omnibus Agreement to adjust the fixed general and administrative
                expenses to take into account all of the membership interest in Michigan
                Pipeline & Processing, LLC acquired by the MLP in the transaction set
                forth in that certain Agreement of Purchase and Sale dated September
                10,
                2008 among the MLP, Ganesh Energy, LLC and Gas Processing & Pipeline,
                LLC (the "MPP
                Agreement").

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FOR
      GOOD AND VALUABLE CONSIDERATION,
      the
      receipt and sufficiency of which is hereby acknowledge, the Parties hereby
      agree
      as follows:

     

    
      	 	
              1.

            	
              Omnibus
                Agreement Amendment.
                The Omnibus Agreement is hereby amended by replacing Section
                3.3(a)
                in
                its entirety with the following:

            


    

     

    The
      amount for which DCPM shall be entitled to reimbursement from the Partnership
      Group pursuant to Section
      3.1(b)
      for
      general and administrative expenses (excluding direct bill items associated
      with
      public company and audit costs and insurance) shall be determined in accordance
      with the following:

     

    
      	 	
              (i)

            	
              General
                and administrative expenses associated with the original assets that
                were
                part of the MLP’s initial public offering shall be a fixed fee equal to
                $4.8 million per year through calendar year 2006 (the “IPO
                G&A Expenses Limit”).
                After calendar year 2006, the IPO G&A Expenses Limit shall be
                increased annually by the percentage increase in the Consumer Price
                Index
                - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted
                for the
                applicable year (the "CPI
                Adjustment").
                

            


    

     

    
      	 	
              (ii)

            	
              General
                and administrative expenses associated with the contribution of the
                GSR
                assets to the MLP in the GSR Contribution Agreement shall be a fixed
                fee
                equal to $2.0 million per year for calendar years 2006 and 2007 (the
                "GSR
                G&A Expenses Limit"),
                but shall be prorated for calendar year 2006 based on the number
                of days
                remaining in calendar year 2006 following the Closing Date (as that
                term
                is defined in the GSR Contribution Agreement). After calendar year
                2007,
                the GSR G&A Expenses Limit shall be increased by the CPI Adjustment.
                

            


    

     

    
      	 	
              (iii)

            	
              General
                and administrative expenses associated with the operation of the
                Antioch
                Gathering System (acquired under the Panther PSA) shall be a fixed
                fee
                equal to $200,000 per year for calendar year 2007 (the "Panther
                G&A Expenses Limit"),
                but shall be prorated for calendar year 2007 based on the number
                of days
                remaining in calendar year 2007 following the Closing Date (as that
                term
                is defined in the Panther PSA). After calendar year 2007, the Panther
                G&A Expenses Limit shall be increased by the CPI Adjustment.
                

            


    

     

    
      	 	
              (iv)

            	
              General
                and administrative expenses associated with the contribution to the
                MLP of
                the interest in Discovery Producer Services, LLC under the Columbus
                Contribution Agreement shall be a fixed fee equal to $158,000 per
                year for
                calendar year 2007 (the "Discovery
                G&A Expenses Limit"),
                but shall be prorated for calendar year 2007 based on the number
                of days
                remaining in calendar year 2007 following the Closing Date (as that
                term
                is defined in the Columbus Contribution Agreement). After calendar
                year
                2007, the Discovery G&A Expenses Limit shall be increased by the CPI
                Adjustment. 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              The
                2007 Adjustment to add three additional full time equivalents that
                devote
                100% of their time to the MLP shall be a fixed fee equal to $561,584
                per
                year for calendar year 2007 (the "2007
                Adjustment Expenses Limit"),
                but shall be prorated for calendar year 2007 based on the number
                of days
                remaining in calendar year 2007 following August 1, 2007. After calendar
                year 2007, the 2007 Adjustment Expenses Limit shall be increased
                by the
                CPI Adjustment.

            


    

     

    
      	 	
              (vi)

            	
              General
                and administrative expenses associated with the contribution to the
                MLP of
                the interests under the Bass Contribution Agreement shall be a fixed
                fee
                equal to $1,570,000 per year for calendar year 2007 (the "Bass
                G&A Expenses Limit"),
                but shall be prorated for calendar year 2007 based on the number
                of days
                remaining in calendar year 2007 following the Closing Date (as that
                term
                is defined in the Bass Contribution Agreement). After calendar year
                2007,
                the Bass G&A Expenses Limit shall be increased by the CPI Adjustment.
                

            


    

     

    
      	 	
              (vii)

            	
              General
                and administrative expenses associated with the operation of the
                MPP
                assets (acquired under the MPP Agreement) shall be a fixed fee equal
                to
                $400,000 per year for calendar year 2008 (the "MPP
                G&A Expenses Limit"),
                but shall be prorated for calendar year 2008 based on the number
                of days
                remaining in calendar year 2008 following the Closing Date (as that
                term
                is defined in the MPP Agreement). After calendar year 2008, the MPP
                G&A Expenses Limit shall be increased by the CPI
                Adjustment.

            


    

     

    
      	 	
              (viii)

            	
              Notwithstanding
                anything to the contrary, for time periods after December 31, 2009,
                DCPM
                and the General Partner will determine the amount of general and
                administrative expenses contemplated by this paragraph that will
                be
                properly allocated to the Partnership in accordance with the terms
                of the
                Partnership Agreement.

            


    

     

    
      	 	
              (ix)

            	
              If
                the Partnership Group makes any additional acquisitions of assets
                or
                businesses or the business of the Partnership Group otherwise expands
                following the date of this Agreement, then the IPO G&A Expenses Limit
                shall be appropriately increased in order to account for adjustments
                in
                the nature and extent of the general and administrative services
                by DCPM
                to the Partnership Group, with any such increase subject to the approval
                of both the Special Committee of DCPM GP LLC’s Board of Directors and
                DCPM. 

            


    

     

    
      
        
        

      

      
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              2.

            	
              Acknowledgement.
                Except as amended hereby, the Omnibus Agreement shall remain in full
                force
                and effect as previously executed, and the Parties hereby ratify
                the
                Omnibus Agreement as amended hereby.

            


      	 	3.	Counterparts.
              This Amendment may be executed in one or more counterparts, all of
              which
              shall be considered one and the same agreement, and shall become effective
              when one or more counterparts have been signed by each of the Parties
              hereto and delivered (including by facsimile) to the other
              Parties.


    

     

     

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    EACH
      OF THE UNDERSIGNED,
      intending to be legally bound, has caused this Amendment to be duly executed
      and
      delivered to be effective as of October 1, 2008, regardless of the actual date
      of execution of this Amendment.

    
      	 	 	 
	 	DCP
              MIDSTREAM, LLC
	 
 	 
 	 
 
	 	By:	/s/
              Brent L.
              Backes
	 	Name:	Brent L. Backes
	 	Title:	Group Vice President, General Counsel
&
              Corporate Secretary


    

     

    
      	 	 	 
	 	DCP
              MIDSTREAM GP, LLC
	 
 	 
 	 
 
	 	By:	/s/
              Greg K.
              Smith
	 	Name:	Greg K. Smith
	 	Title:	Vice
              President


    

     

    
      	 	 	 
	 	DCP
              MIDSTREAM GP, LP
	 	By: DCP MIDSTREAM GP, LLC,
              its
              general partner
	 
 	 
 	 
 
	 	By:	/s/
              Greg K.
              Smith
	 	Name:	Greg K. Smith
	 	Title:	Vice President



      	 	 	 
	 	DCP
              MIDSTREAM PARTNERS, LP 
	 	By: DCP MIDSTREAM GP, LP,
              its
              general partner
	 	By: DCP MIDSTREAM GP, LLC,
              its
              general partner
	 
 	 
 	 
 
	 	By:	/s/
              Greg K.
              Smith
	 	Name:	Greg K. Smith
	 	Title:	Vice President



      	 	 	 
	 	DCP
              MIDSTREAM OPERATING, LP
	 
 	 
 	 
 
	 	By:	/s/
              Greg K.
              Smith
	 	Name:	Greg K. Smith
	 	Title:	Vice
              President