CONTRIBUTION
      AND SALE AGREEMENT

    
 

    between

     

     

    Gas
      Supply Resources Holdings, Inc.,

     

    DCP
      Midstream, LLC

     

     

    and

     

     

    DCP
      Midstream Partners, LP

     

    


     

    May
      21, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of Contents

    
       

      
        
          	
                  ARTICLE
                    I

                
	
                  CERTAIN
                    DEFINITIONS

                
	
                  1.1

                	
                   

                	
                  Certain
                    Defined Terms

                	
                  2

                
	
                  1.2

                	
                   

                	
                  Other
                    Definitional Provisions

                	
                  11

                
	
                  1.3

                	
                   

                	
                  Headings

                	
                  11

                
	
                  1.4

                	
                   

                	
                  Other
                    Terms

                	
                  11

                
	
                  ARTICLE
                    II

                
	
                  CONTRIBUTION
                    OF THE SUBJECT INTERESTS, ISSUANCE OF THE UNITS AND
                    CONSIDERATION

                
	
                  2.1

                	
                   

                	
                  The
                    Transaction

                	
                  11

                
	
                  2.2

                	
                   

                	
                  Consideration

                	
                  11

                
	
                  2.3

                	
                   

                	
                  NYSE
                    Rule Change for Units

                	
                  12

                
	
                  ARTICLE
                    III

                
	
                  ADJUSTMENTS
                    AND SETTLEMENT

                
	
                  3.1

                	
                   

                	
                  Adjustments.

                	
                  13

                
	
                  3.2

                	
                   

                	
                  Preliminary
                    Settlement Statement

                	
                  13

                
	
                  3.3

                	
                   

                	
                  Final
                    Settlement Statement

                	
                  13

                
	
                  3.4

                	
                   

                	
                  Dispute
                    Procedures

                	
                  13

                
	
                  3.5

                	
                   

                	
                  Payments

                	
                  14

                
	
                  3.6

                	
                   

                	
                  Access
                    to Books and Records

                	
                  14

                
	
                  3.7

                	
                   

                	
                  Excluded
                    Assets

                	
                  14

                
	
                  ARTICLE
                    IV

                
	
                  REPRESENTATIONS
                    AND WARRANTIES OF GSR HOLDINGS

                
	
                  4.1

                	
                   

                	
                  Organization,
                    Good Standing, and Authority.

                	
                  14

                
	
                  4.2

                	
                   

                	
                  Enforceability

                	
                  15

                
	
                  4.3

                	
                   

                	
                  No
                    Conflicts

                	
                  15

                
	
                  4.4

                	
                   

                	
                  Taxes

                	
                  15

                
	
                  4.5

                	
                   

                	
                  Litigation;
                    Compliance with Laws

                	
                  15

                
	
                  4.6

                	
                   

                	
                  Broker’s
                    or Finder’s Fees

                	
                  15

                
	
                  4.7

                	
                   

                	
                  No
                    Foreign Person

                	
                  15

                
	
                  4.8

                	
                   

                	
                  Stock
                    Purchase Agreement

                	
                  16

                
	
                  4.9

                	
                   

                	
                  Investment
                    Intent

                	
                  16

                
	
                  4.10

                	
                   

                	
                  No
                    Other Representations or Warranties; Schedules

                	
                  16

                
	
                  ARTICLE
                    V

                
	
                  REPRESENTATIONS
                    AND WARRANTIES OF MLP

                
	
                  5.1

                	
                   

                	
                  Organization,
                    Good Standing, and Authorization

                	
                  16

                
	
                  5.2

                	
                   

                	
                  Enforceability

                	
                  16

                
	
                  5.3

                	
                   

                	
                  No
                    Conflicts

                	
                  17

                
	
                  5.4

                	
                   

                	
                  Litigation

                	
                  17

                
	
                  5.5

                	
                   

                	
                  Independent
                    Investigation

                	
                  17

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  5.6

                	
                   

                	
                  Broker’s
                    or Finder’s Fees

                	
                  18

                
	
                  5.7

                	
                   

                	
                  Investment
                    Intent

                	
                  18

                
	
                  5.8

                	
                   

                	
                  Available
                    Funds

                	
                  18

                
	
                  ARTICLE
                    VI

                
	
                  COVENANTS
                    AND ACCESS

                
	
                  6.1

                	
                   

                	
                  Conduct
                    of Business

                	
                  18

                
	
                  6.2

                	
                   

                	
                  Casualty
                    Loss

                	
                  19

                
	
                  6.3

                	
                   

                	
                  Access,
                    Information and Access Indemnity.

                	
                  19

                
	
                  6.4

                	
                   

                	
                  Regulatory
                    Filings; Hart-Scott-Rodino Filing.

                	
                  20

                
	
                  6.5

                	
                   

                	
                  Preservation
                    of Records

                	
                  20

                
	
                  6.6

                	
                   

                	
                  New
                    Debt

                	
                  21

                
	
                  6.7

                	
                   

                	
                  Tax
                    Covenants.

                	
                  21

                
	
                  6.8

                	
                   

                	
                  Insurance

                	
                  23

                
	
                  6.9

                	
                   

                	
                  Enforcement
                    of Certain SPA Provisions

                	
                  24

                
	
                  ARTICLE
                    VII

                
	
                  CONDITIONS
                    TO CLOSING

                
	
                  7.1

                	
                   

                	
                  GSR
                    HOLDINGS’ Conditions

                	
                  24

                
	
                  7.2

                	
                   

                	
                  MLP’s
                    Conditions

                	
                  25

                
	
                  7.3

                	
                   

                	
                  Exceptions

                	
                  25

                
	
                  ARTICLE
                    VIII

                
	
                  CLOSING

                
	
                  8.1

                	
                   

                	
                  Time
                    and Place of Closing

                	
                  26

                
	
                  8.2

                	
                   

                	
                  Deliveries
                    at Closing

                	
                  26

                
	
                  ARTICLE
                    IX

                
	
                  TERMINATION

                
	
                  9.1

                	
                   

                	
                  Termination

                	
                  27

                
	
                  9.2

                	
                   

                	
                  Effect
                    of Termination Prior to Closing

                	
                  27

                
	
                  ARTICLE
                    X

                
	
                  INDEMNIFICATION

                
	
                  10.1

                	
                   

                	
                  Indemnification
                    by MLP

                	
                  27

                
	
                  10.2

                	
                   

                	
                  Indemnification
                    by GSR HOLDINGS

                	
                  27

                
	
                  10.3

                	
                   

                	
                  Survival
                    and Certain Limitations.

                	
                  28

                
	
                  10.4

                	
                   

                	
                  Notice
                    of Asserted Liability; Opportunity to Defend.

                	
                  29

                
	
                  10.5

                	
                   

                	
                  Materiality
                    Conditions

                	
                  31

                
	
                  10.6

                	
                   

                	
                  Exclusive
                    Remedy

                	
                  31

                
	
                  10.7

                	
                   

                	
                  Negligence
                    and Strict Liability Waiver

                	
                  31

                
	
                  10.8

                	
                   

                	
                  Limitation
                    on Damages

                	
                  31

                
	
                  10.9

                	
                   

                	
                  Bold
                    and/or Capitalized Letters

                	
                  32

                
	
                  ARTICLE
                    XI

                
	
                  MISCELLANEOUS
                    PROVISIONS

                
	
                  11.1

                	
                   

                	
                  Expenses

                	
                  32

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

           

        

        
          	
                  11.2

                	
                   

                	
                  Further
                    Assurances

                	
                  32

                
	
                  11.3

                	
                   

                	
                  Transfer
                    Taxes

                	
                  32

                
	
                  11.4

                	
                   

                	
                  Assignment

                	
                  32

                
	
                  11.5

                	
                   

                	
                  Entire
                    Agreement, Amendments and Waiver

                	
                  32

                
	
                  11.6

                	
                   

                	
                  Severability

                	
                  33

                
	
                  11.7

                	
                   

                	
                  Counterparts

                	
                  33

                
	
                  11.8

                	
                   

                	
                  Governing
                    Law, Dispute Resolution and Arbitration.

                	
                  33

                
	
                  11.9

                	
                   

                	
                  Notices
                    and Addresses

                	
                  35

                
	
                  11.10

                	
                   

                	
                  Press
                    Releases

                	
                  36

                
	
                  11.11

                	
                   

                	
                  Offset

                	
                  37

                
	
                  11.12

                	
                   

                	
                  No
                    Partnership; Third Party Beneficiaries

                	
                  37

                
	
                  11.13

                	
                   

                	
                  Negotiated
                    Transaction

                	
                  37

                
	 	
                   

                	
                   

                	
                   

                
	
                  Schedules

                	
                   

                	
                   

                	
                   

                
	 	
                   

                	
                   

                	
                   

                
	
                  1.1(a)

                	
                   

                	
                  Personal
                    Property

                	 
	
                  1.1(b)

                	
                   

                	
                  Real
                    Property Interests

                	 
	
                  1.1(c)

                	
                   

                	
                  Permits

                	 
	
                  1.1(d)

                	
                   

                	
                  Contracts
                    

                	 
	
                  1.1(e)

                	
                   

                	
                  Post
                    Closing Consents 

                	 
	
                  1.1(f)

                	
                   

                	
                  List
                    of Facilities

                	 
	
                  1.1(g)

                	
                   

                	
                  Excluded
                    Assets

                	 
	
                  1.1(h)

                	
                   

                	
                  GSR
                    HOLDINGS’ Knowledge

                	 
	
                  1.1(i)

                	
                   

                	
                  Reserved
                    Liabilities

                	 
	
                  4.4

                	
                   

                	
                  Taxes

                	 
	
                  6.6

                	
                   

                	
                  New
                    Debt

                	 
	
                   

                	
                   

                	
                   

                	 
	
                  Exhibits

                	
                   

                	
                   

                	 
	
                  A

                	
                   

                	
                  Form
                    of Omnibus Agreement Amendment

                	 
	
                  B

                	
                   

                	
                  Form
                    of Subject Interests Assignment Agreement

                	 
	
                  C

                	
                   

                	
                   Form
                    of Certificate for Common Units

                	 


        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      

    


    CONTRIBUTION
      AND SALE AGREEMENT

     

    This
      Contribution and Sale Agreement (“Agreement”)
      is
      dated as of May 21, 2007 and is by and among Gas Supply Resources Holdings,
      Inc., a Delaware corporation (“GSR
      HOLDINGS”),
      DCP
      Midstream, LLC, a Delaware limited liability company (“MIDSTREAM”),
      and
      DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”).
      GSR
      HOLDINGS, MIDSTREAM and MLP are sometimes referred to collectively herein as
      the
“Parties” and individually as a “Party”.

     

    RECITALS

     

    A. Pursuant
      to a Stock Purchase Agreement dated the date hereof (the “Stock
      Purchase Agreement”)
      among
      MIDSTREAM, Momentum Energy Group, Inc., a Delaware corporation (“MEG
      Inc”)
      and
      the stockholders of MEG Inc listed therein (collectively, the “Sellers”),
      MIDSTREAM has agreed to purchase (or cause an Affiliate to purchase) all of
      the
      outstanding stock of MEG Inc, subject to the terms and conditions set forth
      in
      the Stock Purchase Agreement.

     

    B. MEG
      Inc
      owns all of the outstanding membership interests (the “MEG
      LLC Interest”)
      in
      Momentum Energy Group LLC, a Colorado limited liability company (“MEG
      LLC”).

     

    C. MEG
      LLC
      owns all of the outstanding membership interests in (A) MEG Colorado Gas
      Services, LLC, a Colorado limited liability company (“MEG
      Colorado”),
      (B)
      MEG Wyoming Gas Service, LLC, a Colorado limited liability company
      (“MEG
      Wyoming”),
      (C)
      Momentum Acquisition Management, LLC, a Colorado limited liability company
      (“MEG
      Texas GP”)
      and
      (D) Momentum Energy Acquisitions, LLC, a Colorado limited liability company
      (“MEG
      Texas LP”).
      

     

    D. MIDSTREAM
      intends to designate GSR HOLDINGS as the Affiliate to purchase the stock of
      MEG
      Inc pursuant to the Stock Purchase Agreement.

     

    E. Following
      the closing under the Stock Purchase Agreement and prior to the Closing
      hereunder, GSR HOLDINGS shall cause MEG LLC to convey to an Affiliate of
      MIDSTREAM certain Excluded Assets, including all of the outstanding membership
      interests in MEG Texas GP and MEG Texas LP, and shall cause MEG LLC to
      distribute to GSR HOLDINGS all of the outstanding membership interests in MEG
      Colorado (the “MEG
      Colorado Interest”).

     

    F. MIDSTREAM,
      GSR HOLDINGS and MLP desire that GSR HOLDINGS sell to MLP the MEG LLC Interest
      and contribute to MLP the MEG Colorado Interest in exchange for a cash payment
      of $153,000,000 (as adjusted pursuant to the terms of this Agreement) and the
      issuance of the Unit Consideration, all in accordance with this Agreement.
      

     

    FOR
      GOOD
      AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
      acknowledged, MLP, MIDSTREAM and GSR HOLDINGS agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

    CERTAIN
      DEFINITIONS 

     

    1.1  Certain
      Defined Terms.
      Capitalized terms used herein and not defined elsewhere in this Agreement shall
      have the meanings given such terms as is set forth below.

     

    “Affiliate”
means,
      when used with respect to a specified Person, any other Person directly or
      indirectly controlling or controlled by or under direct or indirect common
      control with the specified Person as of the time or for the time periods during
      which such determination is made. For purposes of this definition “control”,
      when used with respect to any specified Person, means the power to direct the
      management and policies of the Person, directly or indirectly, whether through
      the ownership of voting securities, by contract or otherwise; and the terms
      “controlling” and “controlled” have the meanings correlative to the foregoing.
      Notwithstanding the foregoing, the term “Affiliate” when applied to (a) MLP
      shall not include Spectra Energy Corporation, a Delaware corporation, or
      ConocoPhillips, a Delaware corporation, or any entities owned, directly or
      indirectly, by Spectra Energy Corp or ConocoPhillips, other than entities owned,
      directly or indirectly, by MLP and (b) GSR HOLDINGS shall not include MLP or
      any
      entities owned, directly or indirectly, by MLP.

     

    “Allocation
      Statement”
shall
      have the meaning given such term in Section
      6.7(f).
      

     

    “Alternative
      Class”
shall
      have the meaning given such term in Section
      2.3.
      

     

    “Applicable
      Business”
means
      the ownership, management and operation of MEG Wyoming, MEG Colorado and
      Collbran JV and any Assets owned by or business conducted by MEG Wyoming, MEG
      Colorado and Collbran JV.

     

    “Arbitral
      Dispute”
means
      any dispute, claim, counterclaim, demand, cause of action, controversy and
      other
      matters in question arising out of or relating to this Agreement or the alleged
      breach hereof, or in any way relating to the subject matter of this Agreement
      or
      the relationship between the Parties created by this Agreement, regardless
      of
      whether (a) allegedly extra-contractual in nature, (b) sounding in contract,
      tort, or otherwise, (c) provided for by applicable Law or otherwise, or (d)
      seeking damages or any other relief, whether at Law, in equity, or
      otherwise.

     

    “Arbitration
      Rules”
shall
      have the meaning given such term in Section
      11.8(d).

     

    “Assets”
shall
      mean all of the following assets and properties of the Entities, except for
      the
      Excluded Assets. Each Schedule referenced in this definition includes a separate
      subpart for each of the Entities:

     

    (a) Personal
      Property.
      All
      tangible personal property of every kind and nature that relates to the
      ownership, operation, use or maintenance of the Facilities, including meters,
      valves, engines, field equipment, office equipment, fixtures, trailers, tools,
      instruments, spare parts, machinery, computer equipment, telecommunications
      equipment, furniture, supplies and materials that are located at the Facilities,
      including those items of personal property more particularly described in
Schedule
      1.1(a)
      and all
      hydrocarbon inventory at the Facilities, including linefill (collectively the
      “Personal
      Property”);

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (b) Real
      Property.
      All fee
      property, rights-of-way, easements, surface use agreements, licenses and leases
      that relate to the ownership, operation, use or maintenance of the Facilities,
      including those described in Schedule
      1.1(b)
      (collectively, the “Real
      Property Interests”),
      and
      all fixtures, buildings and improvements located on or under such Real Property
      Interests;

     

    (c) Permits.
      All
      assignable permits, licenses, certificates, orders, approvals, authorizations,
      grants, consents, concessions, warrants, franchises and similar rights and
      privileges which are necessary for, or are used or held for use primarily for
      or
      in connection with, the ownership, use, operation or maintenance of the Assets
      (collectively, the “Permits”),
      including those Permits more particularly described in Schedule
      1.1(c);

     

    (d) Contract
      Rights.
      All
      contracts that relate to the ownership, operation, use or maintenance of the
      Assets, including all bank accounts, gathering, processing, balancing and other
      agreements for the handling of natural gas or liquids, purchase and sales
      agreements, storage agreements, transportation agreements, equipment leases,
      rental contracts, and service agreements, including those contracts or
      agreements described in Schedule
      1.1(d)
      (collectively, the “Contracts”);

     

    (e) Intellectual
      Property.
      All
      technical information, shop rights, designs, plans, manuals, specifications
      and
      other proprietary and nonproprietary technology and data used in connection
      with
      the ownership, operation, use or maintenance of the Assets (collectively, the
      “Intellectual
      Property”);

     

    (f) Facilities.
      All
      meter stations, gas processing plants, treaters, dehydration units, compressor
      stations, fractionators, liquid handling facilities, platforms, warehouses,
      field offices, control buildings, pipelines, tanks and other associated
      facilities owned by MEG Colorado or MEG Wyoming, including those described
      on
Schedule
      1.1(f)
      (collectively, the “Facilities”);

     

    (g) Books
      and Records.
      All
      contract, land, title, engineering, environmental, operating, accounting,
      business, marketing, and other data, files, documents, instruments, notes,
      correspondence, papers, ledgers, journals, reports, abstracts, surveys, maps,
      books, records and studies which relate primarily to the Assets or which are
      used or held for use primarily in connection with, the ownership, operation,
      use
      or maintenance of the Assets; provided,
      however,
      such
      material shall not include (i) any proprietary data that is not primarily used
      in connection with the continued ownership, use or operation of the Assets,
      (ii)
      any information subject to Third Person confidentiality agreements for which
      a
      consent or waiver cannot be secured by GSR HOLDINGS after reasonable efforts,
      (iii) any information which, if disclosed, would violate an attorney-client
      privilege or would constitute a waiver of rights as to attorney work product
      or
      attorney-client privileged communications, or (iv) any information relating
      primarily to the Reserved Liabilities or any obligations for which GSR HOLDINGS
      is required to indemnify the MLP Indemnitees pursuant to Section
      10.2
      (collectively, the “Records”);
      provided, however, that MLP shall have the right to copy any of the information
      specified in clause (iv); and

     

    (h) Incidental
      Rights.
      All of
      the following insofar as the same are attributable or relate primarily to any
      of
      the Assets described in clauses (a) through (g): (i) all purchase orders,
      invoices, storage or warehouse receipts, bills of lading, certificates of title
      and documents, (ii) all keys, lock combinations, computer access codes and
      other
      devices or information necessary to gain entry to and/or take possession of
      such
      Assets, (iii) all rights in any confidentiality or nonuse agreements relating
      to
      the Assets, and (iv) the benefit of and right to enforce all covenants,
      warranties, guarantees and suretyship agreements running in favor of the
      Entities relating primarily to the Assets and all security provided primarily
      for payment or performance thereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    “Assumed
      Obligations”
shall
      mean any and all obligations and liabilities with respect to (i) the
      Entities, (ii) the Assets and (iii) the ownership of the Subject
      Interests.

     

    “Business
      Day”
shall
      mean any day, other than Saturday and Sunday, on which federally-insured
      commercial banks in Denver, Colorado are generally open for business and capable
      of sending and receiving wire transfers.

     

    “Cash
      Consideration”
shall
      have the meaning given such term in Section
      2.2.

     

    “Casualty
      Loss”
shall
      mean, with respect to all or any portion of the Assets, any destruction by
      fire,
      storm or other casualty, or any condemnation or taking or threatened
      condemnation or taking, of all or any portion of the Assets. 

     

    “Certificate
      of Common Units”
shall
      mean the certificate(s) representing GSR HOLDINGS’ additional interest in MLP in
      the form of the attached Exhibit
      C.

     

    “Claim”
shall
      mean any demand, demand letter, claim or notice by a Third Person of
      noncompliance or violation or Proceeding.

     

    “Claim
      Notice”
shall
      have the meaning given such term in Section
      10.3(c).

     

    “Closing”
shall
      have the meaning given such term in Section
      8.1.

     

    “Closing
      Date”
shall
      have the meaning given such term in Section
      8.1.

     

    “Code”
shall
      mean the U.S. Internal Revenue Code of 1986, as amended.

     

    “Collbran
      JV”
shall
      mean Collbran Valley Gas Gathering, LLC, a Colorado limited liability
      company.

     

    “Commercially
      Reasonable Efforts”
shall
      mean efforts which are reasonably within the contemplation of the Parties on
      the
      date hereof, which are designed to enable a Party, directly or indirectly,
      to
      satisfy a condition to, or otherwise assist in the consummation of, the
      transactions contemplated by this Agreement and which do not require the
      performing Party to expend any funds or assume liabilities other than
      expenditures and liabilities which are reasonable in nature and amount in the
      context of the transactions contemplated by this Agreement.

     

    “Consideration”
shall
      mean the Unit Consideration and Cash Consideration.

     

    “Contracts”
shall
      have the meaning given such term in the definition of Assets.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    “DOJ”
shall
      mean the Department of Justice of the United States.

     

    “Effective
      Time”
shall
      mean 12:01 A.M. Denver time on the date the Closing occurs.

     

    “Entities”
shall
      mean MEG LLC, MEG Wyoming, MEG Colorado and Collbran JV.

     

    “Excluded
      Assets”
shall
      mean, with respect to the Entities, all of the following:

     

    (a) All
      of
      the outstanding membership interests in MEG Texas GP and MEG Texas
      LP;

     

    (b) Claims
      for refund of or loss carry forwards with respect to (i) Taxes (other than
      property Taxes) attributable to the business of the Entities for any period
      prior to the Effective Time or (ii) any Taxes attributable to any of the
      Excluded Assets;

     

    (c) All
      work
      product of MIDSTREAM or GSR HOLDINGS’ or their respective Affiliates’ attorneys,
      records relating to the negotiation and consummation of the transactions
      contemplated hereby and documents that are subject to a valid attorney client
      privilege;

     

    (d) All
      real
      property, personal property, contracts, intellectual property, Permits, office
      computers or other equipment (or any leases or licenses of the foregoing),
      if
      any, that are listed on Schedule
      1.1(g);

     

    (e) All
      leases for vehicles that relate to the ownership, operation, use or maintenance
      of the Assets;

     

    (f) All
      computer software that relates to the ownership, operation, use or maintenance
      of the Assets that requires a consent to transfer; 

     

    (g) All
      accounts receivable and other assets of MEG LLC to the extent not related to
      or
      arising out of the Applicable Business; and

     

    (h) All
      office equipment and accessories (including computers) that relate to the
      ownership, operation, use or maintenance of the Assets, other than that located
      at the Facilities.

     

    “Exhibits”
shall
      mean any and/or all of the exhibits attached to and made a part of this
      Agreement.

     

    “Facilities"
      shall
      have the meaning given such term within the definition of “Assets.”

     

    “Final
      Settlement Statement”
shall
      have the meaning given such term in Section
      3.3.

     

    “FTC”
shall
      mean the Federal Trade Commission of the United States of America.

     

    “GAAP”
means
      generally accepted accounting principles in the United States as of the date
      hereof, consistently applied.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    “Governmental
      Authorities”
shall
      mean (a) the United States of America or any state or political subdivision
      thereof within the United States of America and (b) any court or any
      governmental or administrative department, commission, board, bureau or agency
      of the United States of America or of any state or political subdivision thereof
      within the United States of America.

     

    “GSR
      HOLDINGS”
shall
      have the meaning given such term in the introductory paragraph.

     

    “GSR
      HOLDINGS’ Indemnitees”
shall
      have the meaning given such term in Section
      10.1.

     

    “GSR
      HOLDINGS’ Knowledge”
or
      the
“Knowledge
      of GSR HOLDINGS”
or
      any
      similar term, shall mean the actual knowledge of (i) any officer of GSR HOLDINGS
      or MIDSTREAM having a title of Vice President or higher, and (ii) the
      individuals listed on Schedule
      1.1(h).

     

    “GSR
      HOLDINGS’ Required Consents”
shall
      mean the expiration of the applicable waiting period under the HSR
      Act.

     

    “HSR
      Act”
means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.


     

    “Indemnified
      Party”
or
      “Indemnitee”
shall
      have the meaning given such term in Section
      10.4(a).

     

    “Indemnifying
      Party”
or
      “Indemnitor”
shall
      have the meaning given such term in Section
      10.4(a).

     

    “Independent
      Accountants”
shall
      mean PricewaterhouseCoopers.

     

    “Insurance”
shall
      have the meaning given such term in Section
      6.8.

     

    “Interest
      Rate”
shall
      LIBOR plus one half of one percent (0.5%). 

     

    “Laws”
shall
      mean all applicable statutes, laws (including common law), regulations, rules,
      rulings, ordinances, orders, restrictions, requirements, writs, judgments,
      injunctions, decrees and other official acts of or by any Governmental
      Authority.

     

    “Lien”
shall
      mean any lien, mortgage, pledge, claim, charge, security interest or other
      encumbrance, option or defect on title.

     

    “LIBOR”
shall
      mean the British Bankers’ Association interbank offered rates as of
      11:00 a.m. London time for deposits in Dollars that appear on the relevant
      page of the Reuters service (currently page LIBOR01) or, if not available,
      on
      the relevant pages of any other service (such as Bloomberg Financial Markets
      Service) that displays such British Bankers’ Association rates. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    “Limited
      Partnership Agreement”
shall
      mean the Second Amended and Restated Agreement of Limited Partnership of MLP
      dated as of November 1, 2006. 

     

    “Loss”
or
      “Losses”
shall
      mean any and all damages, demands, payments, obligations, penalties,
      assessments, disbursements, claims, costs, liabilities, losses, causes of
      action, and expenses, including interest, awards, judgments, settlements, fines,
      fees, costs of defense and reasonable attorneys’ fees, costs of accountants,
      expert witnesses and other professional advisors and costs of investigation
      and
      preparation of any kind or nature whatsoever.

     

    “Material
      Adverse Effect”
shall
      have the meaning given such term in the Stock Purchase Agreement. 

     

    “Materiality
      Condition”
shall
      have the meaning given such term in Section
      10.5.

     

    “MEG
      Colorado”
shall
      have the meaning given such term in the Recitals.

     

    “MEG
      Colorado Interest”
shall
      have the meaning given such term in the Recitals.

     

    “MEG
      Inc”
shall
      have the meaning given such term in the Recitals.

     

    “MEG
      LLC”
shall
      have the meaning given such term in the Recitals.

     

    “MEG
      LLC
      Interest” shall have the meaning given such term in the Recitals.

     

    “MEG
      Texas GP”
shall
      have the meaning given such term in the Recitals.

     

    “MEG
      Texas LP”
shall
      have the meaning given such term in the Recitals.

     

    “MEG
      Wyoming”
shall
      have the meaning given such term in the Recitals.

     

    “MIDSTREAM”
shall
      have the meaning given such term in the introductory paragraph.

     

    “MLP”
shall
      have the meaning given such term in the introductory paragraph.

     

    “MLP
      Indemnitees”
shall
      have the meaning given such term in Section
      10.2.

     

    “MLP’s
      Knowledge”
or
      the
“Knowledge
      of MLP”
or
      any
      similar term, shall mean the actual knowledge of any officer of MLP having a
      title of vice president or higher.

     

    “MLP
      Required Consents”
shall
      mean the expiration of the applicable waiting period under the HSR
      Act.

     

    “Net
      Working Capital”
means
      $6,440,994, of which (a) ($249,994) is attributable to the contribution of
      MEG
      Colorado (including Collbran JV) and (b) $6,690,988 is attributable to the
      sale of MEG LLC.

     

    “Non-competition
      Agreements”
shall
      have the meaning given such term in the Stock Purchase Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    “Notice
      Period”
shall
      have the meaning given such term in Section
      10.4(c).

     

    “NYSE”
shall
      mean The New York Stock Exchange. 

     

    “NYSE
      Amendment”
shall
      have the meaning given such term in Section
      2.3. 

     

    “Omnibus
      Agreement Amendment”
shall
      mean the Fifth Amendment to Omnibus Agreement dated as of the Closing Date
      among
      MIDSTREAM, MLP, DCP Midstream GP, LP and DCP Midstream Operating, LP, in the
      form of the attached Exhibit
      A.

     

    “Ordinary
      Course of Business”
shall
      mean the ordinary course of business consistent with past
      practices.

     

    “Permits”
shall
      have the meaning given such term in the definition of Assets.

     

    “Person”
shall
      mean any natural person, corporation, company, partnership (general or limited),
      limited liability company, trust, joint venture, joint stock company,
      unincorporated organization, or other entity or association.

     

    “Personal
      Property”
shall
      have the meaning given such term in the definition of Assets.

     

    “Post-Closing
      Consents”
shall
      mean consents or approvals from, or filings with Governmental Authorities or
      consents from railroads customarily obtained following the closing of a
      transaction similar to the transaction contemplated hereby, including those
      listed on Schedule
      1.1(e).
      

     

    “Pre-Closing
      Tax Period”
shall
      mean, with respect to the Entities, any taxable period (including the portion
      of
      any Straddle Period) ending on or prior to the Closing Date.

     

    “Preliminary
      Settlement Statement”
shall
      have the meaning given such term in Section
      3.2.

     

    “Proceeding”
shall
      mean any action, suit, claim, investigation, review or other judicial or
      administrative proceeding, at Law or in equity, before or by any Governmental
      Authority or arbitration or other dispute resolution proceeding.

     

    “Qualified
      Claims”
shall
      have the meaning given such term in Section
      10.3(b)(iv).

     

    “Real
      Property Interests”
shall
      have the meaning given such term in the definition of Assets.

     

    “Records”
shall
      have the meaning given such term in the definition of Assets.

     

    “Reserved
      Liabilities”
shall
      mean Losses (but only to the extent not reflected in Net Working Capital) with
      respect to:

     

    (i) any
      accounts payable and other liabilities and activities of MEG LLC prior to the
      Effective Time to the extent not related to or arising out of the Applicable
      Business;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (ii) the
      Excluded Assets and Taxes related thereto (including Taxes arising out of the
      distribution of the Excluded Assets pursuant to Section 3.7); and

     

    (iii) those
      matters, if any, described on Schedule
      1.1(i).

     

    “Schedules”
shall
      mean any and/or all of the schedules attached to and made a part of this
      Agreement.

     

    “Sellers”
shall
      have the meaning given such term in the Recitals.

     

    “Settlement
      Notice”
shall
      have the meaning given such term in Section
      3.4.

     

    “Stock
      Purchase Agreement”
shall
      have the meaning given such term in the Recitals.

     

    “Straddle
      Period”
shall
      mean any taxable period that begins before and ends after the Closing
      Date.

     

    “Straddle
      Tax Return”
shall
      mean any Tax Return that covers a taxable period that begins before and ends
      after the Closing Date.

     

    “Stub
      Period Financial Statements”
shall
      have the meaning given such term in the Stock Purchase Agreement.

     

    “Subject
      Interests”
shall
      mean the MEG LLC Interest and the MEG Colorado Interest.

     

    “Subject
      Interests Assignment Agreement”
shall
      mean the Assignment Agreement in substantially the form of Exhibit
      B
      covering
      the conveyance of the Subject Interests by GSR HOLDINGS to MLP.

     

    “Subsidiary”
means,
      with respect to any Person, (a) any corporation, of which a majority of the
      total voting power of shares of stock entitled (without regard to the occurrence
      of any contingency) to vote generally in the election of directors thereof
      is at
      the time owned or controlled, directly or indirectly, by that Person or one
      or
      more of the other Subsidiaries of that Person or a combination thereof or (b)
      any limited liability company, partnership, association or other business
      entity, of which a majority of the partnership or other similar ownership
      interests thereof is at the time owned or controlled, directly or indirectly,
      by
      that Person or one or more Subsidiaries of that Person or a combination
      thereof.

     

    “Tax”
or
      “Taxes”
shall
      mean any Governmental Authority income tax, ad valorem tax, excise tax, sales
      tax, use tax, franchise tax, real or personal property tax, transfer tax, gross
      receipts tax or other tax, assessment, duty, fee, levy or other governmental
      charge, together with and including, any and all interest, fines, penalties,
      assessments, and additions to Tax resulting from, relating to, or incurred
      in
      connection with any of those or any contest or dispute thereof.

     

    “Tax
      Authority”
shall
      mean any Authority having jurisdiction over the payment or reporting of any
      Tax.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Tax
      Benefits”
means
      the amount by which the Tax liability of the Indemnified Party or any of its
      Affiliates for a taxable period is actually reduced (including by deduction,
      reduction in income upon a sale, disposition or other similar transaction as
      a
      result of increased tax basis, receipt of a refund of Taxes or use of a credit
      of Taxes) plus any related interest (net of Taxes payable thereon) received
      from
      the relevant Tax Authority, as a result of the incurrence, accrual or payment
      of
      any Loss or Tax with respect to which the indemnification payment is being
      made.

     

    “Tax
      Proceeding”
shall
      have the meaning given such term in Section
      6.7(g).

     

    “Tax
      Return”
shall
      mean any report, statement, form, return or other document or information
      required to be supplied to a Tax Authority in connection with
      Taxes.

     

    “Third
      Person”
shall
      mean (i) any Person other than a Party or its Affiliates, and (ii) any
      Governmental Authority. 

     

    “Third
      Person Awards”
shall
      mean any actual recoveries from Third Persons by the Indemnified Party
      (including from insurance and third-party indemnification) in connection with
      the claim for which such party is also potentially liable.

     

    “Total
      Net Working Capital”
means
      the amount (which may be positive or negative) equal to (a) the Net Working
      Capital plus (b) the sum, for the period from January 1, 2007 through the
      Effective Time, of (i) all capital contributions made by MEG Inc to MEG
      LLC; (ii) all distributions made by MEG Texas GP or MEG Texas LP to MEG
      LLC; (iii) all cash received by MEG LLC (other than amounts set forth in
      clause (b)(i) or (ii) hereof) to the extent not related to or arising out of
      the
      Applicable Business; and (iv) a general and administrative charge equal to
      $330,000 for each month (to be prorated for any partial month) during such
      period minus (c) the sum, for the period from January 1, 2007 through the
      Effective Time, of (i) all distributions (other than distributions of the
      Excluded Assets) made by MEG LLC to MEG Inc; (ii) all capital contributions
      made by MEG LLC to MEG Texas GP or MEG Texas LP, and (iii) all payments
      made by MEG LLC (other than amounts set forth in clause (c)(i) or (ii) hereof)
      to the extent not related to or arising out of the Applicable Business, such
      Total Net Working Capital to be allocated between the consideration for
      contribution of the MEG Colorado Interest and the sale of the MEG LLC Interest
      on a reasonable basis to be agreed by the Parties.

     

    “Transaction
      Documents”
shall
      mean the Omnibus Agreement Amendment, the Subject Interests Assignment
      Agreement, a Certificate representing the Unit Consideration, and any other
      document related to the sale, transfer, assignment or conveyance of the Subject
      Interests to be delivered at Closing.

     

    “Transition
      Services Agreement”
shall
      have the meaning given such term in the Stock Purchase Agreement.

     

    “Treasury
      Regulations”
shall
      mean regulations promulgated under the Code.

     

    “Unit
      Consideration”
shall
      have the meaning given such term in Section
      2.2.

     

    “Unit
      Purchase Agreement”
shall
      have the meaning given such term in the Stock Purchase Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    “Units”
shall
      mean one of that certain class of limited partnership interests of MLP with
      those special rights and obligations specified in the Limited Partnership
      Agreement as being appurtenant to a “Common Unit”. 

     

    1.2  Other
      Definitional Provisions.
      As used
      in this Agreement, unless expressly stated otherwise or the context requires
      otherwise, (a) all references to an “Article,” “Section,” or “subsection” shall
      be to an Article, Section, or subsection of this Agreement, (b) the words “this
      Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar
      import shall refer to this Agreement as a whole and not to a particular Article,
      Section, subsection, clause or other subdivision hereof, (c) the words used
      herein shall include the masculine, feminine and neuter gender, and the singular
      and the plural, (d) the word “including” means “including, without limitation”
and (e) the word “day” or “days” means a calendar day or days, unless otherwise
      denoted as a Business Day.

     

    1.3  Headings.
      The
      headings of the Articles and Sections of this Agreement and of the Schedules
      and
      Exhibits are included for convenience only and shall not be deemed to constitute
      part of this Agreement or to affect the construction or interpretation hereof
      or
      thereof.

     

    1.4  Other
      Terms.
      Other
      terms may be defined elsewhere in the text of this Agreement and shall have
      the
      meaning indicated throughout this Agreement.

     

    ARTICLE
      II

    CONTRIBUTION
      OF THE SUBJECT INTERESTS,

    ISSUANCE
      OF THE UNITS AND CONSIDERATION

     

    2.1  The
      Transaction.
      Upon
      the terms and subject to the conditions of this Agreement, at the Closing,
      but
      effective for all purposes as of the Effective Time, GSR HOLDINGS shall sell
      to
      MLP the MEG LLC Interest and shall contribute as a capital contribution to
      MLP
      the MEG Colorado Interest in exchange for the issuance of the Consideration
      to
      GSR HOLDINGS by MLP, and MLP shall assume and thereafter to timely perform
      and
      discharge in accordance with their respective terms, all Assumed Obligations
      related thereto.

     

    2.2  Consideration.
      In
      consideration for the sale of the MEG LLC Interest and the contribution of
      the
      MEG Colorado Interest, MLP shall (a) issue and deliver to GSR HOLDINGS at the
      Closing one or more certificates duly registered in the name of GSR HOLDINGS
      and
      representing 275,735 Units (the “Unit
      Consideration”,
      all of
      which shall be deemed consideration for the contribution of the MEG Colorado
      Interest) and (b) distribute and pay an aggregate amount of cash to GSR HOLDINGS
      equal to the sum of (i) $153,000,000 (of which $108,000,000 shall be deemed
      a
      distribution in consideration of the contribution of the MEG Colorado Interest
      and $45,000,000 shall be deemed a payment in consideration of the sale of the
      MEG LLC Interest), (ii) the Total Net Working Capital and (iii) if the
      Closing does not occur on or before August 1, 2007, upward by $27,123 per day
      for each day during the period from and after August 1, 2007 (inclusive, if
      applicable) through (but excluding) the Closing Date that all of the conditions
      to Closing (other than the condition specified in Section
      7.2(g)(i)
      and any
      conditions to be satisfied by deliveries at the Closing) have been satisfied
      or
      waived (collectively, the “Cash
      Consideration”).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    2.3   NYSE
      Rule Change for Units. 
      If ten (10) days prior to the expected Closing Date, the NYSE and the SEC have
      not yet adopted and approved an amendment to Section 312.03 of the NYSE Listed
      Company Manual that would exempt limited partnerships from the provisions of
      Subsections 312.03(b), (c) and (d) thereof (the “NYSE
      Amendment”),
      the
      Parties shall negotiate in good faith to amend the terms of this Agreement
      so as
      to cause (A) the Units to consist of the maximum number of Common Units that
      may
      be issued pursuant to this Agreement without requiring the approval of the
      unitholders of the MLP under the rules of the NYSE and (B) the remainder of
      the
      Units to consist of an alternative class of limited partner interests in the
      MLP
      that do not constitute “common stock” or “voting securities” under Section
      312.03 of the NYSE Listed Company Manual and having customary terms and
      conditions for offerings of this nature (the “Alternative
      Class”).
      If
      the Parties are unable to reach agreement as contemplated in this paragraph,
      and
      all Closing conditions herein are otherwise satisfied, the parties shall close
      the transactions contemplated herein and submit the matter to arbitration in
      accordance with Section 11.8 and the arbitrators are hereby instructed to decide
      the matter based upon the attributes of the Class C Units of the MLP (which
      were
      previously issued to MIDSTREAM or its subsidiaries). 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      III  

    ADJUSTMENTS
      AND SETTLEMENT

     

    3.1  Adjustments.

     

    (a)  The
      value
      of the Cash Consideration shall be subject to cash adjustments pursuant to
      this
Article
      III.

     

    (b)  For
      the
      avoidance of doubt, cash adjustments pursuant to this Article
      III
      shall
      not result in any adjustment to the Unit Consideration. Each payment of an
      adjustment to the Cash Consideration shall be made at Closing if the adjustment
      is determined by such date, or otherwise, in the Final Settlement
      Statement.

     

    (c)  The
      Parties shall use all Commercially Reasonable Efforts to agree upon the
      adjustments set forth in this Article
      III,
      and to
      resolve any differences with respect thereto. Except as provided herein, no
      adjustments shall be made after delivery of the Final Settlement
      Statement.

     

    3.2  Preliminary
      Settlement Statement.
      Not
      later than five (5) business days before the Closing Date, and after
      consultation with MLP, GSR HOLDINGS shall deliver to MLP a written statement
      (the “Preliminary
      Settlement Statement”)
      setting forth the Cash Consideration and each component therein, as determined
      in good faith by GSR HOLDINGS, that are described in the definition thereof,
      with GSR HOLDINGS’ calculation of such items in reasonable detail, based on
      information then available to GSR HOLDINGS. The Preliminary Settlement Statement
      shall also set forth wire transfer instructions for the Closing payments.
      Payment of the Cash Consideration at the Closing shall be based on the
      Preliminary Settlement Statement.

     

    3.3  Final
      Settlement Statement.
      No
      later than one hundred twenty (120) days after the Closing Date and after
      consultation with MLP, GSR HOLDINGS shall deliver to MLP a revised settlement
      statement showing in reasonable detail its calculation of the items described
      in
      the definition of Cash Consideration along with other adjustments or payments
      contemplated in this Agreement (said revised statement and the calculation
      thereof shall be referred to as the “Final
      Settlement Statement”).

     

    3.4  Dispute
      Procedures.
      The
      Final Settlement Statement shall become final and binding on the Parties on
      the
      45th day following the date the Final Settlement Statement is received by MLP,
      unless prior to such date MLP delivers written notice to GSR HOLDINGS of its
      disagreement with the Final Settlement Statement (a “Settlement
      Notice”).
      Any
      Settlement Notice shall set forth MLP’s proposed changes to the Final Settlement
      Statement, including an explanation in reasonable detail of the basis on which
      MLP proposes such changes. If MLP has timely delivered a Settlement Notice,
      MLP
      and GSR HOLDINGS shall use good faith efforts to reach written agreement on
      the
      disputed items. If the disputed items have not been resolved by MLP and GSR
      HOLDINGS by the 30th day following GSR HOLDINGS’ receipt of a Settlement Notice,
      any remaining disputed items shall be submitted to the Independent Accountants
      for resolution within ten (10) Business Days after the end of the foregoing
      30-day period. The fees and expenses of the Independent Accountants shall be
      borne fifty percent (50%) by GSR HOLDINGS and fifty percent (50%) by MLP. The
      Independent Accountants’ determination of the disputed items shall be final and
      binding upon the Parties, and the Parties hereby waive any and all rights to
      dispute such resolution in any manner, including in court, before an arbiter
      or
      appeal.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    3.5  Payments.
      If the
      final amount as set forth in the Final Settlement Statement exceeds the
      estimated amount as set forth in the Preliminary Settlement Statement, then
      MLP
      shall pay to GSR HOLDINGS the amount of such excess, with interest at the
      Interest Rate (calculated from and including the Closing Date to but excluding
      the date payment is made). If the final calculated amount as set forth in the
      Final Settlement Statement is less than the estimated calculated amount as
      set
      forth in the Preliminary Settlement Statement, then GSR HOLDINGS shall pay
      to
      MLP the amount of such excess, with interest at the Interest Rate (calculated
      from and including the Closing Date to but excluding the date payment is made).
      Any payment shall be made within three (3) Business Days of the date the Final
      Settlement Statement becomes final pursuant to Section
      3.3
      or
3.4. 

     

    3.6  Access
      to Books and Records.
      The
      Parties shall grant to each other full access to the Books and Records and
      its
      relevant personnel to allow each of them to make evaluations under this
Article
      III.

     

    3.7  Excluded
      Assets.
      Prior
      to the Closing, the Excluded Assets will be distributed by and among MIDSTREAM
      and its Affiliates. 

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF GSR HOLDINGS

     

    GSR
      HOLDINGS represents and warrants to MLP that the statements set forth below
      are
      true and correct as of the date hereof and will be true and correct as of the
      Closing Date (except to the extent any representation or warranty speaks as
      of a
      specified date, in which case as of such date):

     

    4.1  Organization,
      Good Standing, and Authority. 

     

    (a)  GSR
      HOLDINGS is a corporation duly organized, validly existing and in good standing
      under the Laws of the State of Delaware. The execution and delivery of this
      Agreement and the other Transaction Documents to which GSR HOLDINGS is a party
      and the consummation by GSR HOLDINGS of the transactions contemplated herein
      and
      therein have been duly and validly authorized by all necessary action by GSR
      HOLDINGS. This Agreement has been duly executed and delivered by GSR HOLDINGS.
      GSR HOLDINGS has all requisite corporate power and authority to enter into
      and
      perform this Agreement and the other Transaction Documents to which it is a
      party, to perform its obligations hereunder and thereunder and to carry out
      the
      transactions contemplated herein and therein.

     

    (b)  MIDSTREAM
      is a limited liability company duly formed, validly existing and in good
      standing under the Laws of the State of Delaware. The execution and delivery
      of
      this Agreement and the other Transaction Documents to which MIDSTREAM is a
      party
      and the consummation by MIDSTREAM of the transactions contemplated herein and
      therein have been duly and validly authorized by all necessary limited liability
      company action by MIDSTREAM. This Agreement has been duly executed and delivered
      by MIDSTREAM. MIDSTREAM has all requisite limited liability company power and
      authority to enter into and perform this Agreement and the other Transaction
      Documents to which it is a party, to perform its obligations hereunder and
      thereunder and to carry out the transactions contemplated herein and
      therein.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    4.2  Enforceability.
      This
      Agreement constitutes and, upon execution of and delivery by GSR HOLDINGS and
      MIDSTREAM of the other Transaction Documents to which it is a party, such
      Transaction Documents will constitute, valid and binding obligations of GSR
      HOLDINGS and MIDSTREAM, enforceable against such Parties in accordance with
      their terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and other similar Laws affecting creditor’s rights generally and
      general principles of equity.

     

    4.3  No
      Conflicts.
      The
      execution, delivery and performance by GSR HOLDINGS and MIDSTREAM of this
      Agreement, and the execution, delivery and performance by GSR HOLDINGS and
      MIDSTREAM of the other Transaction Documents to which it is a party and the
      consummation of the transactions contemplated hereby or thereby, will
      not:

     

    (a)  Provided
      all of GSR HOLDINGS’ Required Consents and Post Closing Consents have been
      obtained, conflict with, constitute a breach, violation or termination of,
      give
      rise to any right of termination, cancellation or acceleration of or result
      in
      the loss of any right or benefit under, any agreements to which GSR HOLDINGS
      or
      MIDSTREAM is a party or by which any of them are bound;

     

    (b)  Conflict
      with or violate the limited liability company agreement of MIDSTREAM or the
      organizational documents of GSR HOLDINGS; and

     

    (c)  Provided
      that all of GSR HOLDINGS’ Required Consents and Post Closing Consents have been
      obtained, violate any Law applicable to GSR HOLDINGS or MIDSTREAM.

     

    4.4  Taxes.
      Except
      as set forth in Schedule
      4.4,
      all
      withholding Tax and Tax deposit requirements imposed on GSR HOLDINGS for any
      and
      all periods or portions thereof ending prior to the Effective Time have been
      or
      will be timely satisfied in full by GSR HOLDINGS.

     

    4.5  Litigation;
      Compliance with Laws.
      There
      is no injunction, restraining order or Proceeding pending against GSR HOLDINGS
      or MIDSTREAM that restrains or prohibits the consummation of the transactions
      contemplated by this Agreement.

     

    4.6  Broker’s
      or Finder’s Fees.
      No
      investment banker, broker, finder or other Person is entitled to any brokerage
      or finder’s fee or similar commission in respect thereof based in any way on
      agreements, arrangements or understandings made by or on behalf of GSR HOLDINGS
      or any of its Affiliates.

     

    4.7  No
      Foreign Person.
      GSR
      HOLDINGS is not a “foreign person” as defined in Section 1445 of the Code and in
      any regulations promulgated thereunder. 

     

    
      
        
        

      

      
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    4.8  Stock
      Purchase Agreement.
      GSR
      HOLDINGS has provided MLP a true, correct and complete copy of the Stock
      Purchase Agreement and all schedules and exhibits thereto.

     

    4.9  Investment
      Intent.
      GSR
      HOLDINGS is acquiring the Units for its own account, and not with a view to,
      or
      for sale in connection with, the distribution thereof in violation of state
      or
      federal Law. GSR HOLDINGS acknowledges that the Units have not been registered
      under the Securities Act or the securities Laws of any state and neither GSR
      HOLDINGS nor any of its Affiliates has any obligation or right to register
      the
      Units except as set forth in the Limited Partnership Agreement. Without such
      registration, the Units may not be sold, pledged, hypothecated or otherwise
      transferred unless it is determined that registration is not required. GSR
      HOLDINGS, itself or through its officers, employees or agents, has sufficient
      knowledge and experience in financial and business matters to be capable of
      evaluating the merits and risks of an investment such as an investment in the
      Units, and GSR HOLDINGS, either alone or through its officers, employees or
      agents, has evaluated the merits and risks of the investment in the
      Units.

     

    4.10  No
      Other Representations or Warranties; Schedules.
      GSR
      HOLDINGS makes no other express or implied representation or warranty with
      respect to the Entities or any of their respective Affiliates, the Assets or
      the
      transactions contemplated by this Agreement, and disclaims any other
      representations or warranties. The disclosure of any matter or item in any
      schedule to this Agreement shall not be deemed to constitute an acknowledgment
      that any such matter is required to be disclosed.

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF MLP

     

    MLP
      hereby represents and warrants to GSR HOLDINGS that the statements set forth
      below are true and correct as of the date hereof and will be true and correct
      as
      of the Closing Date (except to the extent any representation or warranty speaks
      as of a specified date, in which case as of such date):

     

    5.1  Organization,
      Good Standing, and Authorization.
      MLP is
      a limited partnership duly formed, validly existing and in good standing under
      the Laws of the State of Delaware. MLP has all requisite limited partnership
      power and authority to enter into and perform this Agreement and the Transaction
      Documents to which it is a party, to perform its obligations hereunder and
      thereunder and to carry out the transactions contemplated herein and therein.
      The execution and delivery of this Agreement and the Transaction Documents
      to
      which it is a party and the consummation by MLP of the transactions contemplated
      herein have been duly and validly authorized by all necessary limited
      partnership action by MLP. This Agreement has been duly executed and delivered
      by MLP. 

     

    5.2  Enforceability.
      This
      Agreement constitutes, and upon execution and delivery of the Transaction
      Documents to which MLP is a party, such Transaction Documents will constitute,
      valid and binding obligations of MLP, enforceable against MLP in accordance
      with
      their terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and other similar Laws affecting creditor’s rights generally and
      general principles of equity.

     

    
      
        
        

      

      
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    5.3  No
      Conflicts.
      The
      execution, delivery and performance by MLP of this Agreement and the Transaction
      Documents and the consummation of the transactions contemplated hereby or
      thereby, will not:

     

    (a)  provided
      that any MLP Required Consents and Post-Closing Consents have been obtained,
      conflict with, constitute a breach, violation or termination of, give rise
      to
      any right of termination, cancellation or acceleration of or result in the
      loss
      of any right or benefit under, any agreement to which MLP is a
      party;

     

    (b)  conflict
      with or violate the Limited Partnership Agreement or result in the creation
      of a
      Lien on the Units; or

     

    (c)  provided
      that all of the MLP Required Consents and Post Closing Consents have been
      obtained, violate any Law applicable to MLP.

     

    5.4  Litigation.
      There
      is no injunction, restraining order or Proceeding pending against MLP that
      restrains or prohibits the consummation of the transactions contemplated by
      this
      Agreement.

     

    5.5  Independent
      Investigation.
      MLP is
      knowledgeable in the business of owning and operating natural gas and natural
      gas liquids facilities and has had access to the Assets, the representatives
      of
      GSR HOLDINGS, MIDSTREAM and their respective Affiliates, and to the records
      of
      GSR HOLDINGS, MIDSTREAM and their respective Affiliates and the Sellers with
      respect to the Assets. MLP ACKNOWLEDGES THAT THE ASSETS ARE IN THEIR “AS IS,
      WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND
      THAT, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, GSR HOLDINGS HAS MADE
      NO
      REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY,
      INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION,
      CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE,
      ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY GSR HOLDINGS AND EXCEPT AS SET FORTH
      IN
      THIS AGREEMENT, WAIVED BY MLP. MLP FURTHER ACKNOWLEDGES THAT: (I) THE ASSETS
      HAVE BEEN USED FOR NATURAL
      GAS AND NATURAL GAS LIQUIDS
      OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS AND IN THE LANDS BURDENED THEREBY
      MAY HAVE OCCURRED AS A RESULT OF SUCH USES; (II) THE ASSETS MAY INCLUDE BURIED
      PIPELINES AND OTHER EQUIPMENT, THE LOCATIONS OF WHICH MAY NOT BE KNOWN BY GSR
      HOLDINGS OR READILY APPARENT BY A PHYSICAL INSPECTION OF THE ASSETS OR THE
      LANDS
      BURDENED THEREBY; (III) MLP SHALL HAVE INSPECTED PRIOR TO CLOSING, OR SHALL
      BE
      DEEMED TO HAVE WAIVED ITS RIGHTS TO INSPECT, THE ASSETS AND THE ASSOCIATED
      PREMISES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION,
      AND THAT MLP SHALL, SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, ACCEPT
      ALL OF THE SAME IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND
      WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF
      MAN-MADE MATERIAL FIBERS AND THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS
      MATERIALS. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, GSR HOLDINGS MAKES
      NO
      REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO (A) THE
      ACCURACY OR COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO MLP WITH RESPECT
      TO
      THE INTERESTS, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE INTERESTS,
      PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE INTERESTS, FREEDOM FROM PATENT
      OR TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF HYDROCARBONS OR OTHER
      PRODUCTS TRANSPORTED, TREATED, STORED OR PROCESSED THROUGH OR AT THE ASSETS.
      With respect to any projection or forecast delivered by or on behalf of GSR
      HOLDINGS or its Affiliates to MLP, MLP acknowledges that (i) there are
      uncertainties inherent in attempting to make such projections and forecasts,
      (ii) MLP is familiar with such uncertainties, (iii) MLP is taking full
      responsibility for making its own evaluation of the adequacy and accuracy of
      all
      such projections and forecasts furnished to MLP and (iv) MLP will not have
      a
      claim against GSR HOLDINGS, MIDSTREAM or any of their respective advisors or
      Affiliates with respect to such projections or forecasts.
      Notwithstanding the foregoing, nothing in this Agreement is intended to waive,
      limit or restrict any rights of the Parties with respect to Third
      Persons.

     

    
      
        
        

      

      
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    5.6  Broker’s
      or Finder’s Fees.
      No
      investment banker, broker, finder or other Person is entitled to any brokerage
      or finder’s fee or similar commission in respect thereof based in any way on
      agreements, arrangements or understandings made by or on behalf of MLP or any
      of
      its Affiliates which is, or following the Closing would be, an obligation of
      GSR
      HOLDINGS, MIDSTREAM or any of their respective Affiliates. 

     

    5.7  Investment
      Intent.
      MLP is
      acquiring the Subject Interests for its own account, and not with a view to,
      or
      for sale in connection with, the distribution thereof in violation of state
      or
      federal Law. MLP acknowledges that the Subject Interests have not been
      registered under the Securities Act or the securities Laws of any state and
      neither GSR HOLDINGS, MIDSTREAM nor any of their respective Affiliates has
      any
      obligation to register the Subject Interests. Without such registration, the
      Subject Interests may not be sold, pledged, hypothecated or otherwise
      transferred unless it is determined that registration is not required. MLP,
      itself or through its officers, employees or agents, has sufficient knowledge
      and experience in financial and business matters to be capable of evaluating
      the
      merits and risks of an investment such as an investment in the Subject
      Interests, and MLP, either alone or through its officers, employees or agents,
      has evaluated the merits and risks of the investment in the Subject
      Interests.

     

    5.8  Available
      Funds.
      MLP
      will have at Closing, sufficient cash to enable it to make payment in
      immediately available funds of the cash portion of the Consideration when due
      and any other amounts to be paid by it hereunder. 

     

    ARTICLE
      VI

    COVENANTS
      AND ACCESS

     

    6.1  Conduct
      of Business.
      GSR
      HOLDINGS and MIDSTREAM each covenants and agrees that from and after the
      execution of this Agreement and until the Closing:

     

    (a)  Without
      the prior written consent of MLP, neither MIDSTREAM nor GSR HOLDINGS will grant
      consent to any action by the Sellers or MEG Inc that is prohibited under the
      Stock Purchase Agreement or amend any provision of the Stock Purchase Agreement;
      and

     

    
      
        
        

      

      
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    (b)  GSR
      HOLDINGS will not (i) create or permit the creation of any Lien on the Subject
      Interests, any interest in any of the Entities or any Asset; (ii) sell, convey
      or transfer (or commit to sell, convey or transfer) all or any portion of the
      Subject Interests, any interest in any of the Entities or any Asset (in each
      case, other than the Excluded Assets and other than any transfer to GSR HOLDINGS
      of any Entity); or (iii) amend or modify the limited liability company agreement
      of MEG LLC; and

     

    (c)  If
      GSR
      HOLDINGS becomes aware of any event or development that it reasonably believes
      is likely to cause a material breach or default hereunder or to have a Material
      Adverse Effect, it will give prompt written notice to MLP.

     

    6.2  Casualty
      Loss.
      Each of
      GSR HOLDINGS and MIDSTREAM shall promptly notify MLP of any Casualty Loss of
      which it becomes aware prior to the Closing. 

     

    6.3  Access,
      Information and Access Indemnity. 

     

    (a)  Prior
      to
      Closing, GSR HOLDING and MIDSTREAM will make available to MLP and MLP’s
      authorized representatives for examination as MLP may reasonably request, all
      Records available to GSR HOLDINGS or MIDSTREAM under the Stock Purchase
      Agreement; provided, however, such material shall not include (i) any
      proprietary data which relates to another business of GSR HOLDINGS, MIDSTREAM
      or
      their respective Affiliates and is not primarily used in connection with the
      continued ownership, use or operation of the Assets, (ii) any information
      subject to Third Person confidentiality agreements for which a consent or waiver
      cannot be secured by GSR HOLDINGS, MIDSTREAM or their respective Affiliates
      after reasonable efforts, or (iii) any information which, if disclosed, would
      violate an attorney-client privilege or would constitute a waiver of rights
      as
      to attorney work product or attorney-client privileged
      communications.

     

    (b)  Subject
      to subsection
      (a)
      above,
      to the extent they may do so under the Stock Purchase Agreement, GSR HOLDINGS
      and MIDSTREAM shall permit MLP and MLP’s authorized representatives to consult
      with employees of MEG Inc and its Affiliates during the business hours of 8:00
      a.m. to 5:00 p.m. (local time), Monday through Friday and to conduct, at MLP’s
      sole risk and expense, inspections and inventories of the Assets and to examine
      all Records over which MEG Inc and its Affiliates have control. GSR HOLDINGS
      and
      MIDSTREAM shall also coordinate, in advance, with MLP to allow site visits
      and
      inspections at the field sites on Saturdays unless operational conditions would
      reasonably prohibit such access. 

     

    (c)  MLP
      SHALL
      PROTECT, DEFEND, INDEMNIFY AND HOLD THE GSR HOLDINGS’ INDEMNITEES HARMLESS FROM
      AND AGAINST ANY AND ALL CLAIMS AND LOSSES OCCURRING ON OR TO THE ASSETS CAUSED
      BY THE ACTS OR OMISSIONS OF MLP, MLP’S AFFILIATES OR ANY PERSON ACTING ON MLP’S
      OR ITS AFFILIATES’ BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED
      PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT PRIOR TO CLOSING, INCLUDING
      ANY
      SITE VISITS AND ENVIRONMENTAL SAMPLING; PROVIDED, HOWEVER, THE FOREGOING
      OBLIGATION OF MLP SHALL NOT APPLY WITH RESPECT TO ANY ENVIRONMENTAL CONDITIONS
      TO THE EXTENT EXISTING PRIOR TO THE CONDUCT OF SUCH DUE DILIGENCE WHICH ARE
      DISCOVERED DURING SUCH DUE DILIGENCE. MLP shall comply in all material respects
      with all rules, regulations, policies and instructions issued by GSR HOLDINGS,
      MIDSTREAM, the Sellers or any Third Person operator regarding MLP’s actions
      prior to Closing while upon, entering or leaving any property included in the
      Assets, including any insurance requirements that GSR HOLDINGS, MIDSTREAM or
      the
      Sellers may impose on contractors authorized to perform work on any property
      owned or operated by GSR HOLDINGS, MIDSTREAM or the Sellers. 

     

    
      
        
        

      

      
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    6.4  Regulatory
      Filings; Hart-Scott-Rodino Filing.

     

    (a)  MLP,
      MIDSTREAM and GSR HOLDINGS will take all commercially reasonable actions
      necessary or desirable, and proceed diligently and in good faith and use all
      commercially reasonable efforts, as promptly as practicable to obtain all
      consents, approvals or actions of, to make all filings with, and to give all
      notices to, Governmental Authorities required to accomplish the transactions
      contemplated by this Agreement; provided, however, that the cost to obtain
      Post-Closing Consents shall be borne by MLP.

     

    (b)  The
      Parties shall make any filings required under the HSR Act on or prior to twenty
      three (23) days after the date of this Agreement and provide such information
      to
      the FTC as is required in connection with the HSR Act as soon as practicable
      after a request therefore.

     

    (c)  Notwithstanding
      any provision herein to the contrary, each of the Parties will (i) use
      reasonable efforts to comply as expeditiously as possible with all lawful
      requests of Governmental Authorities for additional information and documents
      pursuant to the HSR Act, (ii) not (A) extend any waiting period under the HSR
      Act or (B) enter into any voluntary agreement with any Governmental Authority
      not to consummate the transactions contemplated by this Agreement, except with
      the prior consent of the other Party, and (iii) cooperate with each other and
      use reasonable efforts to obtain the requisite approval of the FTC and DOJ;
      provided, however, that the Parties are not obligated to accept any conditional
      approval or divest any of the Assets or any of their properties.

     

    (d)  MLP
      will
      be responsible for paying the filing fees required with respect to any filing
      under the HSR Act. 

     

    6.5  Preservation
      of Records.
      For a
      period of seven (7) years after the Closing Date, the Party in possession of
      the
      originals of the Records will retain such Records at its sole cost and expense
      and will make such Records available to the other Party to the extent pertaining
      to such other Parties’ obligations hereunder upon reasonable notice for
      inspection and/or copying, at the expense of the requesting Party, at the
      headquarters of the Party in possession (or at such other location in the United
      States as the Party in possession may designate in writing to the other Party)
      at reasonable times and during regular office hours. MLP agrees that GSR
      HOLDINGS may retain a copy of the Records to the extent such Records pertain
      to
      its obligations hereunder.

     

    
      
        
        

      

      
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    6.6  New
      Debt.
      MLP or
      its Affiliates will incur new indebtedness that will be used and subject to
      the
      restrictions and other matters as set forth in Schedule
      6.6.

     

    6.7  Tax
      Covenants. 

     

    (a)  Preparation
      of Tax Returns.
      GSR
      HOLDINGS shall prepare and file or cause to be prepared and filed all Tax
      Returns with the appropriate federal, state, local and foreign Tax Authorities
      relating to the Entities for periods ending on or prior to the Closing Date,
      and
      shall pay or cause the Entities to pay all Taxes due with respect to such Tax
      Returns. MLP shall prepare and file, or cause to be prepared and filed, all
      other Straddle Tax Returns required to be filed by the Entities and MLP shall
      cause the Entities to pay the Taxes shown to be due thereon; provided, however,
      that GSR HOLDINGS shall promptly reimburse MLP for the portion of such Tax
      that
      relates to a Pre-Closing Tax Period, to the extent not accrued in the Final
      Settlement Statement. GSR HOLDINGS shall furnish to MLP all information and
      records reasonably requested by MLP for use in preparation of any Straddle
      Tax
      Returns. MLP shall allow GSR HOLDINGS to review, comment upon and reasonably
      approve without undue delay any Straddle Tax Return at any time during the
      twenty (20) day period immediately preceding the filing of such Tax Return.
      

     

    (b)  Close
      of Prior Periods.
      Except
      as otherwise provided in Section
      11.3,
      GSR
      HOLDINGS and MLP shall, unless prohibited by Law, cause the Entities to close
      all Tax periods on the Closing Date, with GSR HOLDINGS bearing the sole
      obligation for filing the Tax Returns and paying all Taxes for such Tax periods.
      If applicable Law does not permit any of the Entities to close a Tax period
      on
      the Closing Date, except as otherwise provided in this Section
      6.7(b),
      the
      amount of Taxes allocable to the portion of such period ending on the Closing
      Date shall be deemed equal to the amount that would be payable if the relevant
      taxable period ended on the Closing Date. Any allocation of income or deductions
      required to determine any income Taxes relating to such period shall be taken
      into account as though the relevant taxable period ended on the Closing Date
      and
      by means of a closing of the books and records of the Entities on the Closing
      Date; provided that exemptions, allowances or deductions that are calculated
      on
      an annual basis (including, but not limited to, depreciation and amortization
      deductions) shall be allocated between the period ending on the Closing Date
      and
      the period after the Closing Date in proportion to the number of days in each
      such period. All Tax Returns filed by MLP, GSR HOLDINGS, and the Entities shall
      be prepared consistently with such allocation. Notwithstanding anything to
      the
      contrary herein, any franchise Tax paid or payable with respect to the Entities
      shall be allocated to the taxable period during which the income, operations,
      assets or capital comprising the base of such Tax is measured, regardless of
      whether the right to do business for another taxable period is obtained by
      the
      payment of such franchise Tax. 

     

    
      
        
        

      

      
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    (c)  Refund
      or Credit.
      Any
      refund or credit (including any interest with respect thereto) of Taxes of
      the
      Entities attributable to any taxable period (or portion thereof) ending on
      or
      before the Closing Date shall be the property of GSR HOLDINGS to the extent
      not
      previously accrued in the Final Settlement Statement, and if Tax refund or
      credits in excess of that accrued in the Final Settlement Statement is received
      by MLP or the Entities after the Closing Date, MLP shall promptly notify GSR
      HOLDINGS of such refund or credit and pay over to GSR HOLDINGS the amount of
      such refund or credit (net of any Tax liability imposed on MLP or the Entities
      in connection with the receipt of such refund). 

     

    (d)  Post-Closing
      Assistance.
      GSR
      HOLDINGS and MLP will each provide the other, and subsequent to the Closing,
      MLP
      will cause the Entities to provide GSR HOLDINGS with such assistance as may
      reasonably be requested in connection with the preparation of any Tax Return,
      any audit or other examination by any Tax Authority, or any judicial or
      administrative proceedings relating to liability for Taxes, and each will retain
      and provide the requesting party with any records or information that may be
      reasonably relevant to such return, audit or examination, proceedings or
      determination. The party requesting assistance will reimburse the other party
      for reasonable out-of-pocket expenses (other than salaries or wages of any
      employees of the parties) incurred in providing such assistance. Any information
      obtained pursuant to this Section
      6.7(d)
      or
      pursuant to any other Section hereof providing for the sharing of information
      or
      the review of any Tax Return or other schedule relating to Taxes will be kept
      confidential by the Parties.

     

    (e)  Maintaining
      Records.
      MLP and
      GSR HOLDINGS will maintain all Tax records, working papers and other supporting
      financial records and documents relating to the Tax Returns filed by the
      Entities for all open years. Such Tax Returns will be delivered to and
      maintained by MLP for a period of seven years after the Closing, and MLP will
      make the same available to GSR HOLDINGS or their agents at reasonable times
      for
      inspection and copying.

     

    (f)  Allocation
      Statement.
      As
      promptly as practicable, but in no event later than sixty (60) days after the
      delivery of Final Settlement Statement, MLP shall prepare and deliver to GSR
      HOLDINGS a statement (the “Allocation
      Statement”)
      allocating the Consideration among the assets of the Entities in accordance
      with
      Section 1060 of the Code and the Treasury Regulations promulgated thereunder.
      GSR HOLDINGS shall have fifteen (15) days to review the Allocation Statement
      and
      shall notify MLP of any disputes with the allocation as set forth in the
      Allocation Statement. GSR HOLDINGS and MLP shall negotiate in good faith to
      resolve any such dispute prior to the date that is sixty (60) days prior to
      the
      due date of the Tax Returns that reflect the allocation. If GSR HOLDINGS and
      MLP
      cannot resolve the disputed allocation prior to such date, then GSR HOLDINGS
      and
      MLP shall refer the dispute to the Independent Accountant to review and to
      determine the proper allocation (it being understood that in making such
      determination, the Independent Accountant shall be functioning as an expert
      and
      not as an arbitrator). The Independent Accountant shall deliver to GSR HOLDINGS
      and MLP, as promptly as practicable (but in any case no later than thirty (30)
      days from the date of engagement of the Independent Accountant), a determination
      of the allocation, which determination will be binding on the parties hereto.
      The cost of such review and report shall be borne one-half by GSR HOLDINGS
      and
      one-half by MLP. All Tax Returns filed by MLP, GSR HOLDINGS, the Entities and
      each of their Affiliates concerning the Entities or the Assets shall be prepared
      consistently with the allocation determined under this Section
      6.7.
      

     

    
      
        
        

      

      
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    (g)  Notice
      of Audit.
      If
      notice of any claim, audit, examination, or other proposed change or adjustment
      by any Tax Authority, as well as any notice of assessment and any notice and
      demand for payment, concerning any Taxes for any taxable period (or portion
      thereof) ending on or before the Closing Date (a “Tax
      Proceeding”)
      shall
      be received by MLP, MLP shall promptly inform GSR HOLDINGS in writing of such
      Tax Proceeding. GSR HOLDINGS shall have the right, at its expense to represent
      the interests of any of the Entities and control the prosecution, defense and
      settlement of any Tax Proceeding relating exclusively to taxable periods ending
      on or before the Closing Date. MLP shall represent, at its expense, the
      interests of the Entities in any Tax Proceeding relating to any taxable period
      that begins on or before the Closing Date and ends after the Closing Date;
      provided, however, that (i) MLP shall allow GSR HOLDINGS and its counsel to
      participate in any such Tax Proceeding at GSR HOLDINGS’ sole expense; (ii) MLP
      shall keep GSR HOLDINGS fully and timely informed with respect to the
      commencement, status and nature of such Tax Proceeding; and (iii) if the results
      of any such Tax Proceeding involve an issue that is otherwise the subject of
      indemnification by GSR HOLDINGS under this Agreement or for which a refund
      may
      be available to GSR HOLDINGS, then MLP and GSR HOLDINGS shall, subject to the
      indemnification procedures set forth in Article
      X,
      jointly
      control the prosecution, defense and settlement of any such Tax Proceeding,
      each
      Party shall cooperate with the other Party at its own expense and there shall
      be
      no settlement or closing or other agreement with respect thereto without the
      consent of the other Party, which consent shall not be unreasonably
      withheld.

     

    (h)  Carry
      Back of Losses.
      MLP
      agrees that, unless required by applicable Law, it shall not, and shall not
      cause or permit any of the Entities to, carry back to any taxable period ending
      on or prior to the Closing Date any net operating loss or other Tax attribute
      and further agrees that GSR HOLDINGS has no obligation under this Agreement
      or
      otherwise to return or remit any refund or other Tax benefit attributable to
      a
      breach by MLP of the foregoing undertaking.

     

    (i)  Certain
      Elections.
      MLP
      shall not make any Tax elections that would affect GSR HOLDINGS or any of its
      Affiliates (including the Entities) for any taxable period (or portion thereof,
      determined under Section
      6.7(f))
      ending
      on or prior to the Closing Date.

     

    6.8  Insurance.
      MIDSTREAM shall provide certain property and liability insurance coverage
      related to the Assets (the “Insurance”)
      and
      administer any insured claims asserted by MLP. The Insurance will be part of
      MIDSTREAM’s corporate insurance program. It is anticipated that the Insurance
      will be provided for up to one (1) year. However, either Party may terminate
      any
      or all of the Insurance upon 30 days notice. MIDSTREAM will invoice MLP for
      premiums related to the Insurance. MLP shall pay such invoices within 30 days
      after receipt. With respect to the Insurance, MLP shall be solely responsible
      for (a) deductibles, (b) self insured retentions, (c) out of pocket costs,
      (d)
      claims that are not insured or excluded from coverage, and (e) amounts in excess
      of policy limits. The foregoing costs shall be paid directly by
      MLP.

     

    
      
        
        

      

      
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    6.9  Enforcement
      of Certain Provisions.
      

     

    (a)  GSR
      HOLDINGS agrees that to the extent MLP is not entitled to enforce against the
      Sellers or any other party thereto (i) the requirements set forth in
Sections
      7.4 and 7.14
      of the
      Stock Purchase Agreement, (ii) the requirements set forth in the Transition
      Services Agreement or (iii) the restrictions set forth in (A) Section
      7.3(f) of the Stock Purchase Agreement or (B) the Non-competition
      Agreements (as such restrictions relate to the Entities, the employees of the
      Entities, the Assets and the Applicable Business), GSR HOLDINGS shall, at the
      direction and sole cost, expense and liability of MLP, take reasonable
      enforcement action against such Sellers.

     

    (b)  If
      prior
      to the Closing, GSR HOLDINGS is unable to assign to MIDSTREAM or an Affiliate
      thereof any capital lease or other agreements due to transfer restrictions
      set
      forth therein, then the Parties will enter into commercially reasonable
      arrangements to grant to GSR HOLDINGS the reasonable equivalent benefits and
      impose on GSR HOLDINGS the reasonably equivalent obligations in relation to
      such
      agreements as if such assignment had been made.

     

    (c)  If
      prior
      to the Closing, none of the Entities has been assigned the ISDA Agreement dated
      May 30, 2006 between MEG Inc and Bank of America, N.A. due to transfer
      restrictions, then the Parties will enter into commercially reasonable
      arrangements to grant to MLP the reasonable equivalent benefits and impose
      on
      MLP the reasonably equivalent obligations in relation to such agreements as
      if
      such assignment had been made. 

     

    ARTICLE
      VII

    CONDITIONS
      TO CLOSING

     

    7.1  GSR
      HOLDINGS’ Conditions.
      The
      obligation of GSR HOLDINGS to close is subject to the satisfaction of the
      following conditions, any of which may be waived in GSR HOLDINGS’ sole
      discretion:

     

    (a)  The
      representations of MLP contained in Article
      V
      shall be
      true, in all material respects (or, in the case of representations or warranties
      that are already qualified by a materiality standard, shall be true in all
      respects) on and as of Closing.

     

    (b)  MLP
      shall
      have performed in all material respects the obligations, covenants and
      agreements of MLP contained herein.

     

    (c)  There
      is
      no injunction, restraining order or Proceeding pending against GSR HOLDINGS
      or
      the Entities that restrains or prohibits the consummation of the transactions
      contemplated by this Agreement.

     

    
      
        
        

      

      
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    (d)  All
      of
      GSR HOLDINGS’ Required Consents, MLP’s Required Consents, consents or approvals
      under the HSR Act (or expiration of the waiting period) shall have been
      obtained.

     

    (e)  MLP
      shall
      have made all deliveries in accordance with Section
      8.2.

     

    (f)  MLP
      shall
      have consummated the transactions contemplated by the Unit Purchase Agreement
      (unless the failure to consummate such transactions is caused by any action
      or
      failure by a party thereto other than the MLP).

     

    (g)  The
      closing under the Stock Purchase Agreement has been consummated.

     

    7.2  MLP’s
      Conditions.
      The
      obligation of MLP to close is subject to the satisfaction of the following
      conditions, any of which may be waived (such waiver not to be unreasonably
      withheld or conditioned):

     

    (a)  The
      representations of GSR HOLDINGS contained in Article
      IV
      shall be
      true, in all material respects (or in the case of representations or warranties
      that are already qualified by a materiality standard, shall be true in all
      respects) on and as of the Closing.

     

    (b)  GSR
      HOLDINGS shall have performed, in all material respects, the obligations,
      covenants and agreements of GSR HOLDINGS contained herein.

     

    (c)  There
      is
      no injunction, restraining order or Proceeding pending against GSR HOLDINGS
      or
      the Entities that restrains or prohibits the consummation of the transactions
      contemplated by this Agreement.

     

    (d)  All
      of
      GSR HOLDINGS’ Required Consents, MLP’s Required Consents, and consents or
      approvals under the HSR Act (or expiration of the waiting period) shall have
      been obtained. 

     

    (e)  There
      shall have been no events or occurrences, including any breach of
      representation, warranty or covenant by the Sellers under the Stock Purchase
      Agreement, that could reasonably be expected to have a Material Adverse Effect;
      provided,
      however,
      that
      for purposes of determining the foregoing, any events or occurrences affecting
      any of the Excluded Assets shall be disregarded.

     

    (f)  GSR
      HOLDINGS shall have delivered all documents in accordance with Section
      8.2.

     

    (g)  (i)
      Sellers shall have delivered the Stub Period Financial Statements as required
      under the Stock Purchase Agreement, and (ii) the conditions set forth in
      Sections 8.1(a), (f), (h) and (i) of the Stock Purchase Agreement shall have
      been satisfied.

     

    7.3  Exceptions.
      Notwithstanding the provisions of Sections
      7.1(a)
      and
(b)
      and
7.2(a)
      and
(b),
      if the
      closing under the Stock Purchase Agreement has occurred, no Party shall have
      the
      right to refuse to close the transaction contemplated hereby by reason of this
      Article
      VII
      unless
      (a) in the case of GSR HOLDINGS, the sum of all representations of MLP contained
      in Article
      V
      which
      are not true and all obligations, covenants and agreements which MLP has failed
      to perform, would reasonably be expected to have a Material Adverse Effect,
      and
      (b) in the case of MLP, the sum of all representations of GSR HOLDINGS contained
      in Article
      IV
      which
      are not true and all obligations, covenants and agreements which GSR HOLDINGS
      has failed to perform, would reasonably be expected to have a Material Adverse
      Effect. 

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    CLOSING

     

    8.1  Time
      and Place of Closing.
      The
      consummation of the transactions contemplated by this Agreement (the
“Closing”)
      shall
      take place in the offices of MIDSTREAM in Denver, Colorado at 9:00 a.m. Denver
      time on the third Business Day following the satisfaction or waiver of the
      conditions set forth in Article VII (other than those to be satisfied at
      Closing), or such other time and place as the Parties agree to in writing (the
      “Closing
      Date”),
      and
      shall be effective as of the Effective Time. 

     

    8.2  Deliveries
      at Closing.
      At the
      Closing, 

     

    (a)  GSR
      HOLDINGS, as applicable, will execute and deliver or cause to be executed and
      delivered to MLP:

     

    (i)  Each
      of
      the Transaction Documents to which GSR HOLDINGS or Affiliates are a
      party.

     

    (ii)  Certificates
      of a corporate officer or other authorized person dated the Closing Date,
      certifying on behalf of GSR HOLDINGS that the conditions in Sections
      7.2(a)
      and
(b)
      have
      been fulfilled.

     

    (iii)  The
      Stub
      Period Financial Statements.

     

    (b)  MLP
      will
      execute and deliver or cause to be executed and delivered to GSR
      HOLDINGS:

     

    (i)  Each
      of
      the Transaction Documents to which MLP or MLP’s Affiliates are a
      party.

     

    (ii)  A
      certificate of a corporate officer or other authorized person dated the Closing
      Date certifying on behalf of MLP that the conditions in Sections
      7.1(a)
      and
(b)
      have
      been fulfilled.

     

    (iii)  A
      certificate, in the form of Certificate for Common Units attached as
Exhibit
      C,
      for the
      number of Units determined in accordance with Section
      2.1.

     

    (iv)  A
      wire
      transfer to GSR HOLDINGS of the amount due with respect to the Cash
      Consideration (as set forth in the Preliminary Settlement Statement).


     

    
      
        
        

      

      
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    ARTICLE
      IX

    TERMINATION

     

    9.1  Termination.
      This
      Agreement may be terminated and the transactions contem-plated hereby abandoned
      as follows:

     

    (a)  GSR
      HOLDINGS and MLP may elect to terminate this Agreement at any time prior to
      the
      Closing by mutual written consent thereof; and

     

    (b)  Either
      GSR HOLDINGS or MLP by written notice to the other may terminate this Agreement
      if the Closing shall not have occurred on or before September 27, 2007;
provided,
      however,
      that
      neither Party may terminate this Agreement if such Party is at such time in
      material breach of any provision of this Agreement.

     

    9.2  Effect
      of Termination Prior to Closing.
      If
      Closing does not occur as a result of any Party exercising its right to
      terminate pursuant to Section
      9.1,
      then no
      Party shall have any further rights or obligations under this Agreement, except
      that (i) nothing herein shall relieve any Party from any liability for any
      willful breach of this Agreement, and (ii) the provisions of Section
      6.3(c)
      and
Article
      XI
      shall
      survive any termination of this Agreement.

     

    ARTICLE
      X

    INDEMNIFICATION

     

    10.1  Indemnification
      by MLP.
      Effective upon Closing, MLP shall defend, indemnify and hold harmless GSR
      HOLDINGS and its Affiliates, and all of its and their directors, officers,
      employees, partners, members, contractors, agents, and representatives
      (collectively, the “GSR
      HOLDINGS Indemnitees”)
      from
      and against any and all Losses asserted against, resulting from, imposed upon
      or
      incurred by any of the GSR HOLDINGS Indemnitees as a result of or arising out
      of:

     

    (a)  the
      breach of any of the representations or warranties under Article
      V;

     

    (b)  the
      breach of any covenants or agreements of MLP contained in this Agreement;


     

    (c)  to
      the
      extent that GSR HOLDINGS is not required to indemnify any of the MLP Indemnitees
      pursuant to Section
      10.2,
      the
      Assumed Obligations; and

     

    (d)  any
      actions of MEG Inc at any time prior to the Effective Time to the extent
      attributable to the Assets or the business conducted by MEG Colorado, MEG
      Wyoming or Collbran JV.

     

    10.2  Indemnification
      by GSR HOLDINGS.
      Effective upon Closing, GSR HOLDINGS shall defend, indemnify and hold harmless
      MLP and its Affiliates, and all of its and their directors, officers, employees,
      partners, members, contractors, agents, and representatives (collectively,
      the
“MLP
      Indemnitees”)
      from
      and against any and all Losses asserted against, resulting from, imposed upon
      or
      incurred by any of the MLP Indemnitees as a result of or arising out
      of:

     

    
      
        
        

      

      
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    (a)  the
      breach of any of the representations or warranties under Article
      IV
      (other
      than Sections
      4.1
      and
4.2);

     

    (b)  to
      the
      extent MLP is not entitled to a direct indemnity under the Stock Purchase
      Agreement, any matter for which GSR HOLDINGS or MIDSTREAM is entitled to
      indemnity under the Stock Purchase Agreement, but limited in all respects to
      amounts actually recovered thereunder;

     

    (c)  the
      breach of any of the representations or warranties under Sections
      4.1
      and
4.2
      or the
      covenants or agreements of GSR HOLDINGS or MIDSTREAM contained in this
      Agreement; and

     

    (d)  any
      Reserved Liabilities.

     

    10.3  Survival
      and Certain Limitations. 

     

    (a)  Subject
      to this Section
      10.3,
      all
      representations, warranties, covenants and indemnities made by the Parties
      in
      this Agreement or pursuant hereto shall survive the Closing as hereinafter
      provided, and shall not be merged into any instruments or agreements delivered
      at Closing.

     

    (b)  With
      respect to the obligations of GSR HOLDINGS under Section
      10.2(a),
      none of
      the MLP Indemnitees shall be entitled to assert any right to indemnification
      after one (1) year from the Closing.

     

    (c)  With
      respect to the obligations of GSR HOLDINGS under Section
      10.2(b),
      GSR
      HOLDINGS shall, at the direction and sole cost, expense and liability of MLP,
      take reasonable enforcement action against such Sellers under the Stock Purchase
      Agreement and pay to MLP any proceeds actually received by GSR HOLDINGS from
      the
      Sellers on account of such enforcement action. MLP shall be entitled to select
      any counsel required for such enforcement (unless GSR HOLDINGS has independent
      claims against the Sellers that are being advanced contemporaneously, in which
      case GSR HOLDINGS shall be entitled to select counsel for all such claims,
      with
      (i) the costs of such counsel to be shared between MLP and GSR HOLDINGS in
      proportion to the amounts claimed by the Parties and (ii) any settlement thereof
      requiring the consent of both Parties).

     

    (d)  Any
      claim
      for indemnity under this Agreement made by a Party Indemnitee shall be in
      writing, be delivered in good faith prior to the respective survival period
      under Section
      10.3(b)
      (to the
      extent applicable), and specify in reasonable detail the specific nature of
      the
      claim for indemnification hereunder (“Claim
      Notice”).
      Any
      such claim that is described in a timely (if applicable) delivered Claim Notice
      shall survive with respect to the specific matter described therein.


     

    (e)  Notwithstanding
      anything contained herein to the contrary, in no event shall GSR HOLDINGS be
      obligated under this Agreement to indemnify (or be otherwise liable hereunder
      in
      any way whatsoever to) any of the MLP Indemnitees with respect to a breach
      of
      any representation or warranty (other than under Section
      10.2(b)
      in
      respect of breaches of representations or warranties of the Sellers under the
      Stock Purchase Agreement), if MLP had Knowledge thereof at Closing and failed
      to
      notify GSR HOLDINGS of such breach prior to Closing. Unless GSR HOLDINGS or
      a
      Third Person shall have made a claim or demand or it appears reasonably likely
      that such a claim or demand appears reasonably likely, MLP shall not take any
      voluntary action that is intended by MLP to cause a Claim to be initiated that
      would be subject to indemnification by GSR HOLDINGS (other than under Section
      10.2(b)).

     

    
      
        
        

      

      
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    (f)  All
      Losses indemnified hereunder shall be determined net of any (i) Third Person
      Awards, (ii) Tax Benefits; and (iii) amount which specifically pertains to
      such
      Loss and is reflected in the calculations of the amounts set forth on the Final
      Settlement Statement. 

     

    10.4  Notice
      of Asserted Liability; Opportunity to Defend.

     

    (a)  All
      claims for indemnification hereunder (other than under Section
      10.2(b))
      shall
      be subject to the provisions of this Section
      10.4.
      Any
      person claiming indemnification hereunder is referred to herein as the
“Indemnified Party” or “Indemnitee” and any person against whom such claims are
      asserted hereunder is referred to herein as the “Indemnifying Party” or
“Indemnitor.” 

     

    (b)  If
      any
      Claim is asserted against or any Loss is sought to be collected from an
      Indemnified Party, the Indemnified Party shall with reasonable promptness
      provide to the Indemnifying Party a Claim Notice. The failure to give any such
      Claim Notice shall not otherwise affect the rights of the Indemnified Party
      to
      indemnification hereunder unless the Indemnified Party has proceeded to contest,
      defend or settle such Claim or remedy such a Loss with respect to which it
      has
      failed to give a Claim Notice to the Indemnifying Party, but only to the extent
      the Indemnifying Party is prejudiced thereby. Additionally, to the extent the
      Indemnifying Party is prejudiced thereby, the failure to provide a Claim Notice
      to the Indemnifying Party shall relieve the Indemnifying Party from liability
      for such Claims and Losses that it may have to the Indemnified Party, but only
      to the extent the liability for such Claims or Losses is directly attributable
      to such failure to provide the Claim Notice. 

     

    (c)  The
      Indemnifying Party shall have thirty (30) days from the personal delivery or
      receipt of the Claim Notice (the “Notice
      Period”)
      to
      notify the Indemnified Party (i) whether or not it disputes the liability to
      the
      Indemnified Party hereunder with respect to the Claim or Loss, and in the event
      of a dispute, such dispute shall be resolved in the manner set forth in
Section
      11.8
      hereof,
      (ii) in the case where Losses are asserted against or sought to be collected
      from an Indemnifying Party by the Indemnified Party, whether or not the
      Indemnifying Party shall at its own sole cost and expense remedy such Losses
      or
      (iii) in the case where Claims are asserted against or sought to be collected
      from an Indemnified Party, whether or not the Indemnifying Party shall at its
      own sole cost and expense defend the Indemnified Party against such Claim;
      provided however, that any Indemnified Party is hereby authorized prior to
      and
      during the Notice Period to file any motion, answer or other pleading that
      it
      shall deem necessary or appropriate to protect its interests or those of the
      Indemnifying Party (and of which it shall have given notice and opportunity
      to
      comment to the Indemnifying Party) and not prejudicial to the Indemnifying
      Party. 

     

    
      
        
        

      

      
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    (d)  If
      the
      Indemnifying Party does not give notice to the Indemnified Party of its election
      to contest and defend any such Claim described in Section
      10.4(c)(iii)
      within
      the Notice Period, then the Indemnifying Party shall be bound by the result
      obtained with respect thereto by the Indemnified Party and shall be responsible
      for all costs incurred in connection therewith.

     

    (e)  If
      the
      Indemnifying Party is obligated to defend and indemnify the Indemnified Party,
      and the Parties have a conflict of interest with respect to any such Claim,
      then
      the Indemnified Party may, in its sole discretion, separately and independently
      contest and defend such Claim, and the Indemnifying Party shall be bound by
      the
      result obtained with respect thereto by the Indemnified Party and shall be
      responsible for all costs incurred in connection therewith. 

     

    (f)  If
      the
      Indemnifying Party notifies the Indemnified Party within the Notice Period
      that
      it shall defend the Indemnified Party against a Claim, the Indemnifying Party
      shall have the right to defend all appropriate Proceedings, and with counsel
      of
      its own choosing (but reasonably satisfactory to the Indemnified Party) and
      such
      Proceedings shall be promptly settled (subject to obtaining a full and complete
      release of all Indemnified Parties) or prosecuted by it to a final conclusion.
      If the Indemnified Party desires to participate in, but not control, any such
      defense or settlement it may do so at its sole cost and expense. If the
      Indemnified Party joins in any such Claim, the Indemnifying Party shall have
      full authority to determine all action to be taken with respect thereto, as
      long
      as such action could not create a liability to any of the Indemnified Parties,
      in which case, such action would require the prior written consent of any
      Indemnified Party so affected.

     

    (g)  If
      requested by the Indemnifying Party, the Indemnified Party agrees to cooperate
      with the Indemnifying Party and its counsel in contesting any Claim and in
      making any counterclaim against the Third Person asserting the Claim, or any
      cross-complaint against any person as long as such cooperation, counterclaim
      or
      cross-complaint could not create a liability to any of the Indemnified Parties.
      

     

    (h)  At
      any
      time after the commencement of defense by Indemnifying Party under Section
      10.4(f)
      above of
      any Claim, the Indemnifying Party may request the Indemnified Party to agree
      in
      writing to the abandonment of such contest or to the payment or compromise
      by
      the Indemnifying Party of the asserted Claim, but only if the Indemnifying
      Party
      agrees in writing to be solely liable for such Claim; whereupon such action
      shall be taken unless the Indemnified Party determines that the contest should
      be continued and notifies the Indemnifying Party in writing within fifteen
      (15)
      days of such request from the Indemnifying Party. If the Indemnified Party
      determines that the contest should be continued, the amount for which the
      Indemnifying Party would otherwise be liable hereunder shall not exceed the
      amount which the Indemnifying Party had agreed to pay to compromise such Claim;
      provided that, the other Person to the contested Claim had agreed in writing
      to
      accept such amount in payment or compromise of the Claim as of the time the
      Indemnifying Party made its request therefor to the Indemnified Party, and
      further provided that, under such proposed compromise, the Indemnified Party
      would be fully and completely released from any further liability or obligation
      with respect to the matters which are the subject of such contested Claim.
      

     

    
      
        
        

      

      
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    10.5  Materiality
      Conditions.
      For
      purposes of determining whether an event described in this Article
      X
      has
      occurred for which indemnification under this Article
      X
      can be
      sought (other than under Section
      10.2(b)),
      any
      requirement in any representation, warranty, covenant or agreement by GSR
      HOLDINGS or MLP, as applicable, contained in this Agreement that an event or
      fact be “material,” “Material,” meet a certain minimum dollar threshold or have
      a “Material Adverse Effect” or a material adverse effect (each a “Materiality
      Condition”)
      in
      order for such event or fact to constitute a misrepresentation or breach of
      such
      representation, warranty, covenant or agreement under this Agreement, such
      Materiality Condition shall be disregarded and such representations, warranties,
      covenants or agreements shall be construed solely for purposes of this
Article
      X
      as if
      they did not contain such Materiality Conditions. Notwithstanding anything
      in
      this Section
      10.5,
      any
      claim for indemnification under this Article
      X
      will be
      subject to Section
      10.3.

     

    10.6  Exclusive
      Remedy.
      AS
      BETWEEN THE MLP INDEMNITEES AND THE GSR HOLDINGS INDEMNITEES, AFTER CLOSING
      (A)
      THE EXPRESS INDEMNIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT, WILL BE
      THE
      SOLE AND EXCLUSIVE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES WITH RESPECT
      TO SAID AGREEMENT AND THE EVENTS GIVING RISE THERETO, AND THE TRANSACTIONS
      PROVIDED FOR THEREIN OR CONTEMPLATED THEREBY (OTHER THAN THE OTHER TRANSACTION
      DOCUMENTS) AND (B) NEITHER PARTY NOR ANY OF ITS RESPECTIVE SUCCESSORS OR ASSIGNS
      SHALL HAVE ANY RIGHTS AGAINST THE OTHER PARTY OR ITS AFFILIATES WITH RESPECT
      TO
      THE TRANSACTIONS PROVIDED FOR HEREIN OTHER THAN AS IS EXPRESSLY PROVIDED IN
      THIS
      AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.

     

    10.7  Negligence
      and Strict Liability Waiver.
      WITHOUT
      LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION OBLIGATIONS SET FORTH
      IN
      THIS AGREEMENT, AN INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNIFICATION UNDER
      THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE
      LOSS OR CLAIM GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION IS THE RESULT
      OF
      THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OR VIOLATION
      OF ANY LAW OF OR BY SUCH INDEMNIFIED PARTY. 

     

    10.8  Limitation
      on Damages.
      NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL
      ANY OF GSR HOLDINGS OR MLP BE LIABLE TO THE OTHER, OR TO THE OTHERS’
INDEMNITEES, UNDER THIS AGREEMENT FOR ANY EXEMPLARY, PUNITIVE, REMOTE,
      SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS;
      PROVIDED THAT, IF ANY OF THE GSR HOLDINGS INDEMNITEES OR MLP INDEMNITEES IS
      HELD
      LIABLE TO A THIRD PERSON FOR ANY SUCH DAMAGES AND THE INDEMNITOR IS OBLIGATED
      TO
      INDEMNIFY SUCH GSR HOLDINGS INDEMNITEES OR MLP INDEMNITEES FOR THE MATTER THAT
      GAVE RISE TO SUCH DAMAGES, THE INDEMNITOR SHALL BE LIABLE FOR, AND OBLIGATED
      TO
      REIMBURSE SUCH INDEMNITEES FOR SUCH DAMAGES.

     

    
      
        
        

      

      
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    10.9  Bold
      and/or Capitalized Letters.
      THE
      PARTIES AGREE THAT THE BOLD AND/OR CAPITALIZED LETTERS IN THIS AGREEMENT
      CONSTITUTE CONSPICUOUS LEGENDS.

     

    ARTICLE
      XI

    MISCELLANEOUS
      PROVISIONS

     

    11.1  Expenses.
      Unless
      otherwise specifically provided for herein, each Party will bear its own costs
      and expenses (including legal fees and expenses) incurred in connection with the
      negotiation of this Agreement and the transactions contemplated hereby; provided
      that GSR HOLDINGS will bear the cost of all Post-Closing Consents which must
      be
      obtained from any railroad.

     

    11.2  Further
      Assurances.
      From
      time to time, and without further consideration, each Party will execute and
      deliver to the other Party such documents and take such actions as the other
      Party may reasonably request in order to more effectively implement and carry
      into effect the transactions contemplated by this Agreement.

     

    11.3  Transfer
      Taxes.
      The
      Parties believe that the contribution of the Subject Interests as provided
      for
      herein is exempt from or is otherwise not subject to any and all sales, use,
      transfer, or similar Taxes. If any such sales, transfer, use or similar Taxes
      are due or should hereafter become due (including penalty and interest thereon)
      by reason of this transaction, MLP shall timely pay and solely bear all such
      type of Taxes. 

     

    11.4  Assignment.
      Neither
      Party may assign this Agreement or any of its rights or obligations arising
      hereunder without the prior written consent of the other Party; provided,
      however, MLP shall be permitted to assign this Agreement to an Affiliate prior
      to Closing, provided, that, notwithstanding such assignment, MLP shall continue
      to remain responsible for all obligations of MLP hereunder following such
      assignment.

     

    11.5  Entire
      Agreement, Amendments and Waiver.
      This
      Agreement, together with the Transaction Documents and all certificates,
      documents, instruments and writings that are delivered pursuant hereto and
      thereto contain the entire understanding of the Parties with respect to the
      transactions contemplated hereby and supersede all prior agreements,
      arrangements and understandings relating to the subject matter hereof. This
      Agreement may be amended, superseded or canceled only by a written instrument
      duly executed by the Parties specifically stating that it amends, supersedes
      or
      cancels this Agreement. Any of the terms of this Agreement and any condition
      to
      a Party’s obligations hereunder may be waived only in writing by that Party
      specifically stating that it waives a term or condition hereof. No waiver by
      either Party of any one or more conditions or defaults by the other in
      performance of any of the provisions of this Agreement shall operate or be
      construed as a waiver of any future conditions or defaults, whether of a like
      or
      different character, nor shall the waiver constitute a continuing waiver unless
      otherwise expressly provided.

     

    
      
        
        

      

      
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    11.6  Severability.
      Each
      portion of this Agreement is intended to be severable. If any term or provision
      hereof is illegal or invalid for any reason whatsoever, such illegality or
      invalidity shall not affect the validity of the remainder of this
      Agreement.

     

    11.7  Counterparts.
      This
      Agreement may be executed simultaneously 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.

     

    11.8  Governing
      Law, Dispute Resolution and Arbitration.

     

    (a)  Governing
      Law.
      This
      Agreement shall be governed by, enforced in accordance with, and interpreted
      under, the Laws of the State of Colorado, without reference to conflicts of
      Laws
      principles.

     

    (b)  Negotiation.
      In the
      event of any Arbitral Dispute, the Parties shall promptly seek to resolve any
      such Arbitral Dispute by negotiations between senior executives of the Parties
      who have authority to settle the Arbitral Dispute. When a Party believes there
      is an Arbitral Dispute under this Agreement that Party will give the other
      Party
      written notice of the Arbitral Dispute. Within thirty (30) days after receipt
      of
      such notice, the receiving Party shall submit to the other a written response.
      Both the notice and response shall include (i) a statement of each Party’s
      position and a summary of the evidence and arguments supporting such position,
      and (ii) the name, title, fax number, and telephone number of the executive
      or
      executives who will represent that Party. If the Arbitral Dispute involves
      a
      claim arising out of the actions of any Person not a signatory to this
      Agreement, the receiving Party shall have such additional time as necessary,
      not
      to exceed an additional thirty (30) days, to investigate the Arbitral Dispute
      before submitting a written response. The executives shall meet at a mutually
      acceptable time and place within fifteen (15) days after the date of the
      response and thereafter as often as they reasonably deem necessary to exchange
      relevant information and to attempt to resolve the Arbitral Dispute. If one
      of
      the executives intends to be accompanied at a meeting by an attorney, the other
      executive shall be given at least five (5) Business Days’ notice of such
      intention and may also be accompanied by an attorney.

     

    (c)  Failure
      to Resolve.
      If the
      Arbitral Dispute has not been resolved within sixty (60) days after the date
      of
      the response given pursuant to Section
      11.8(b)
      above,
      or such additional time, if any, that the Parties mutually agree to in writing,
      or if the Party receiving such notice denies the applicability of the provisions
      of Section
      11.8(b)
      or
      otherwise refuses to participate under the provisions of Section
      11.8(b),
      either
      Party may initiate binding arbitration pursuant to the provisions of
Section
      11.8(d)
      below.

     

    (d)  Arbitration.
      Any
      Arbitral Disputes not settled pursuant to the foregoing provisions shall be
      resolved through the use of binding arbitration in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association
      (“Arbitration
      Rules”),
      as
      supplemented to the extent necessary to determine any procedural appeal
      questions by the Federal Arbitration Act (Title 9 of the United States Code)
      and
      in accordance with the following provisions: 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

    (i)  If
      there
      is any inconsistency between this Section
      11.8(d)
      and the
      Arbitration Rules or the Federal Arbitration Act, the terms of this Section
      11.8(d)
      will
      control the rights and obligations of the Parties.

     

    (ii)  Arbitration
      shall be initiated by a Party serving written notice, via certified mail, on
      the
      other Party that the first Party elects to refer the Arbitral Dispute to binding
      arbitration, along with the name of the arbitrator appointed by the Party
      demanding arbitration and a statement of the matter in controversy. Within
      thirty (30) days after receipt of such demand for arbitration, the receiving
      Party shall name its arbitrator. If the receiving Party fails or refuses to
      name
      its arbitrator within such thirty (30) day period, the second arbitrator shall
      be appointed, upon request of the Party demanding arbitration, by the Chief
      U.S.
      District Court Judge for the District of Colorado, or such other person
      designated by such judge. The two arbitrators so selected shall within thirty
      (30) days after their designation select a third arbitrator; provided, however,
      that if the two arbitrators are not able to agree on a third arbitrator within
      such thirty (30) day period, either Party may request the Chief U.S. District
      Court Judge for the District of Colorado, or such other person designated by
      such judge to select the third arbitrator as soon as possible. If the Judge
      declines to appoint an arbitrator, appointment shall be made, upon application
      of either Party, pursuant to the Commercial Arbitration Rules of the American
      Arbitration Association. If any arbitrator refuses or fails to fulfill his
      or
      her duties hereunder, such arbitrator shall be replaced by the Party which
      selected such arbitrator (or if such arbitrator was selected by another Person,
      through the procedure which such arbitrator was selected) pursuant to the
      foregoing provisions.

     

    (iii)  The
      hearing will be conducted in Denver, Colorado, no later than sixty (60) days
      following the selection of the arbitrators or thirty (30) days after all
      prehearing discovery has been completed, whichever is later, at which the
      Parties shall present such evidence and witnesses as they may choose, with
      or
      without counsel. The Parties and the arbitrators should proceed diligently
      and
      in good faith in order that the award may be made as promptly as
      possible.

     

    (iv)  Except
      as
      provided in the Federal Arbitration Act, the decision of the arbitrators will
      be
      binding on and non-appealable by the Parties. Any such decision may be filed
      in
      any court of competent jurisdiction and may be enforced by any Party as a final
      judgment in such court.

     

    (v)  The
      arbitrators shall have no right or authority to grant or award exemplary,
      punitive, remote, speculative, consequential, special or incidental
      damages.

     

    (vi)  The
      Federal Rules of Civil Procedure, as modified or supplemented by the local
      rules
      of civil procedure for the U.S. District Court of Colorado, shall apply in
      the
      arbitration. The Parties shall make their witnesses available in a timely manner
      for discovery pursuant to such rules. If a Party fails to comply with this
      discovery agreement within the time established by the arbitrators, after
      resolving any discovery disputes, the arbitrators may take such failure to
      comply into consideration in reaching their decision. All discovery disputes
      shall be resolved by the arbitrators pursuant to the procedures set forth in
      the
      Federal Rules of Civil Procedure.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

    

    (vii)  Adherence
      to formal rules of evidence shall not be required. The arbitrators shall
      consider any evidence and testimony that they determine to be
      relevant.

     

    (viii)  The
      Parties hereby request that the arbitrators render their decision within thirty
      (30) days following conclusion of the hearing.

     

    (ix)  The
      defenses of statute of limitations and laches shall be tolled from and after
      the
      date a Party gives the other Party written notice of an Arbitral Dispute as
      provided in Section
      11.8(b)
      above
      until such time as the Arbitral Dispute has been resolved pursuant to
Section
      11.8(b),
      or an
      arbitration award has been entered pursuant to this Section
      11.8(d).

     

    (e)  Recovery
      of Costs and Attorneys’ Fees.
      If
      arbitration arising out of this Agreement is initiated by either Party, the
      decision of the arbitrators may include the award of court costs, fees and
      expenses of such arbitration (including reasonable attorneys’ fees).


     

    (f)  Choice
      of Forum.
      If,
      despite the Parties’ agreement to submit any Arbitral Disputes to binding
      arbitration, there are any court proceedings arising out of or relating to
      this
      Agreement or the transactions contemplated hereby, such proceedings shall be
      brought and tried in, and the Parties hereby consent to the jurisdiction of,
      the
      federal or state courts situated in the City and County of Denver, State of
      Colorado.

     

    (g)  Jury
      Waivers.
      THE
      PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY.

     

    (h)  Settlement
      Proceedings.
      All
      aspects of any settlement proceedings, including discovery, testimony and other
      evidence, negotiations and communications pursuant to this Section
      11.8,
      briefs
      and the award shall be held confidential by each Party and the arbitrators,
      and
      shall be treated as compromise and settlement negotiations for the purposes
      of
      the Federal and State Rules of Evidence.

     

    11.9  Notices
      and Addresses.
      Any
      notice, request, instruction, waiver or other communication to be given
      hereunder by either Party shall be in writing and shall be considered duly
      delivered if personally delivered, mailed by certified mail with the postage
      prepaid (return receipt requested), sent by messenger or overnight delivery
      service, or sent by facsimile to the addresses of the Parties as
      follows:

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	
              MLP:

               

            	
              DCP
                Midstream Partners, LP

              370
                - 17th Street, Suite 2775

              Denver,
                Colorado 80202

              Telephone:
                (303) 633-2900

              Facsimile:
                (303) 633-2921

              Attn:
                President

               

            
	
              with
                a copy to:

               

            	
              DCP
                Midstream Partners, LP

              370
                - 17th Street, Suite 2775

              Denver,
                Colorado 80202

              |Telephone:
                (303) 633-2900

              Facsimile:
                (303) 633-2921

              Attn:
                General Counsel

               

            
	
              GSR
                HOLDINGS:

               

            	
              Gas
                Supply Resources Holdings, Inc.

              370
                - 17th Street, Suite 2500

              Denver,
                Colorado 80202

              Telephone:
                (303) 595-3331

              Facsimile:
                (303) 605-2226

              Attn:
                President

               

            
	
              with
                a copy to:

               

            	
              Gas
                Supply Resources Holdings, Inc.

              370
                - 17th Street, Suite 2500

              Denver,
                Colorado 80202

              Telephone:
                (303) 605-1630

              Facsimile:
                (303) 605-2226

              Attn:
                General Counsel

               

            


    

    or
      at
      such other address as either Party may designate by written notice to the other
      Party in the manner provided in this Section
      11.9.
      Notice
      by mail shall be deemed to have been given and received on the third (3rd)
      day
      after posting. Notice by messenger, overnight delivery service, facsimile
      transmission (with answer-back confirmation) or personal delivery shall be
      deemed given on the date of actual delivery.

     

    11.10  Press
      Releases.
      Except
      as may otherwise be required by securities Laws and public announcements or
      disclosures that are, in the reasonable opinion of the Party proposing to make
      the announcement or disclosure, legally required to be made, there shall be
      no
      press release or public communication concerning the transactions contemplated
      by this Agreement by either Party except with the prior written consent of
      the
      Party not originating such press release or communication, which consent shall
      not be unreasonably withheld or delayed. MLP and GSR HOLDINGS will consult
      in
      advance on the necessity for, and the timing and content of, any communications
      to be made to the public and, subject to legal constraints, to the form and
      content of any application or report to be made to any Governmental Authority
      that relates to the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

    

    11.11  Offset.
      Nothing
      contained herein or in any Transaction Document shall create a right of offset
      or setoff for any Party under this Agreement and each Party hereby waives and
      disclaims any such right of offset or setoff under all applicable Law (including
      common Law).

     

    11.12  No
      Partnership; Third Party Beneficiaries.
      Nothing
      in this Agreement shall be deemed to create a joint venture, partnership, tax
      partnership, or agency relationship between the Parties. Nothing in this
      Agreement shall provide any benefit to any Third Person or entitle any Third
      Person to any claim, cause of action, remedy or right of any kind, it being
      the
      intent of the Parties that this Agreement shall not be construed as a
      third-party beneficiary contract; provided, however, that the indemnification
      provisions of Article
      X
      shall
      inure to the benefit of the MLP Indemnitees and the GSR HOLDINGS Indemnitees
      as
      provided therein. 

     

    11.13  Negotiated
      Transaction.
      The
      provisions of this Agreement were negotiated by the Parties, and this Agreement
      shall be deemed to have been drafted by both Parties. 

     

    THE
      PARTIES HAVE signed this Agreement by their duly authorized officials as of
      the
      date first set forth above.

     

    [Signatures
      begin on next page]

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

    
      	 	 	 
	 	GAS
              SUPPLY RESOURCES HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Rose
              M. Robeson 
	 	
              
Name:Rose
              M. Robeson
	 	Title:
              Group Vice President and Chief  Financial
              Officer  


    

    
       

      
        	 	 	 
	 	DCP
                MIDSTREAM, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Rose
                M. Robeson 
	 	
                
Name:Rose
                M. Robeson
	 	Title:
                Group Vice President and Chief  Financial
                Officer  


      

    

    
      
         

        
          	 	 	 
	 	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


        

      

    

     

    

      Signature
        Page to

      Contribution
        and Sale Agreement