CONTRIBUTION
      AGREEMENT

    


     

    among

     

     

    DCP
      LP Holdings, LP,

    DCP
      Midstream, LLC

    DCP
      Midstream GP, LP


     

    and


     

    DCP
      Midstream Partners, LP


     

    


     

    May
      23, 2007

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      

        Table
          of Contents

         

        
          	
                  ARTICLE
                    I
                    CERTAIN DEFINITIONS

                	
                  6

                
	 	 	 
	
                  1.1

                	
                  Certain
                    Defined Terms

                	
                  6

                
	
                  1.2

                	
                  Other
                    Definitional Provisions

                	
                  18

                
	
                  1.3

                	
                  Headings

                	
                  18

                
	
                  1.4

                	
                  Other
                    Terms.

                	
                  18

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

                	
                  18

                
	 	 	 
	
                  2.1

                	
                  The
                    Transaction

                	
                  18

                
	
                  2.2

                	
                  Consideration

                	
                  18

                
	
                  2.3

                	
                  NYSE
                    Rule Change for Units

                	
                  19

                
	 	 	 
	
                  ARTICLE
                    III
                    ADJUSTMENTS AND SETTLEMENT

                	
                  19

                
	 	 	 
	
                  3.1

                	
                  Adjustments.

                	
                  19

                
	
                  3.2

                	
                  Preliminary
                    Settlement Statement

                	
                  19

                
	
                  3.3

                	
                  Final
                    Settlement Statement

                	
                  19

                
	
                  3.4

                	
                  Dispute
                    Procedures

                	
                  20

                
	
                  3.5

                	
                  Payments

                	
                  20

                
	
                  3.6

                	
                  Access
                    to Records.

                	
                  20

                
	
                  3.7

                	
                  Excluded
                    Assets

                	
                  20

                
	 	 	 
	
                  ARTICLE
                    IV
                    REPRESENTATIONS AND WARRANTIES OF HOLDINGS

                	
                  20

                
	 	 	 
	
                  4.1

                	
                  Organization,
                    Good Standing, and Authority.

                	
                  20

                
	
                  4.2

                	
                  Enforceability.

                	
                  21

                
	
                  4.3

                	
                  No
                    Conflicts

                	
                  22

                
	
                  4.4

                	
                  Consents,
                    Approvals, Authorizations and Governmental Regulations.

                	
                  22

                
	
                  4.5

                	
                  Taxes

                	
                  22

                
	
                  4.6

                	
                  Litigation;
                    Compliance with Laws.

                	
                  24

                
	
                  4.7

                	
                  Contracts

                	
                  24

                
	
                  4.8

                	
                  Title
                    to Assets; Intellectual Property.

                	
                  25

                
	
                  4.9

                	
                  Preferential
                    Rights to Purchase.

                	
                  25

                
	
                  4.10

                	
                  Broker’s
                    or Finder’s Fees.

                	
                  25

                
	
                  4.11

                	
                  Compliance
                    with Property Instruments

                	
                  26

                
	
                  4.12

                	
                  Environmental
                    Matters

                	
                  26

                
	
                  4.13

                	
                  Employee
                    Matters

                	
                  27

                
	
                  4.14

                	
                  Benefit
                    Plan Liabilities

                	
                  27

                
	
                  4.15

                	
                  No
                    Foreign Person

                	
                  27

                
	
                  4.16

                	
                  Capitalization
                    of the Subject Interests.

                	
                  27

                
	
                  4.17

                	
                  Subsidiaries
                    and Other Equity Interests.

                	
                  27

                
	
                  4.18

                	
                  Bank
                    Accounts

                	
                  27

                
	
                  4.19

                	
                  [Reserved].

                	
                  27

                
	
                  4.20

                	
                  Investment
                    Intent.

                	
                  28

                
	
                  4.21

                	
                  Financial
                    Statements; Internal Controls; Undisclosed Liabilities

                	
                  28

                
	
                  4.22

                	
                  No
                    Other Representations or Warranties; Schedules

                	
                  28

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  ARTICLE
                    V
                    REPRESENTATIONS AND WARRANTIES OF MLP

                	
                  29

                
	 	 	 
	
                  5.1

                	
                  Organization,
                    Good Standing, and Authorization

                	
                  29

                
	
                  5.2

                	
                  Enforceability

                	
                  29

                
	
                  5.3

                	
                  No
                    Conflicts.

                	
                  29

                
	
                  5.4

                	
                  Consents,
                    Approvals, Authorizations and Governmental Regulations

                	
                  29

                
	
                  5.5

                	
                  Litigation.

                	
                  29

                
	
                  5.6

                	
                  Independent
                    Investigation..

                	
                  30

                
	
                  5.7

                	
                  Broker’s
                    or Finder’s Fees

                	
                  30

                
	
                  5.8

                	
                  Investment
                    Intent.

                	
                  31

                
	
                  5.9

                	
                  Available
                    Funds

                	
                  31

                
	 	 	 
	
                  ARTICLE
                    VI
                    COVENANTS AND ACCESS

                	
                  31

                
	 	 	 
	
                  6.1

                	
                  Conduct
                    of Business

                	
                  31

                
	
                  6.2

                	
                  Casualty
                    Loss.

                	
                  33

                
	
                  6.3

                	
                  Access,
                    Information and Access Indemnity.

                	
                  33

                
	
                  6.4

                	
                  Regulatory
                    Filings..

                	
                  34

                
	
                  6.5

                	
                  Limitation
                    on Casualty Losses and Other Matters

                	
                  34

                
	
                  6.6

                	
                  Supplements
                    to Exhibits and Schedules

                	
                  35

                
	
                  6.7

                	
                  Preservation
                    of Records

                	
                  35

                
	
                  6.8

                	
                  Measurement
                    and Valuation of Excess Inventory

                	
                  35

                
	
                  6.9

                	
                  Capital
                    Projects.

                	
                  35

                
	
                  6.10

                	
                  New
                    Debt

                	
                  36

                
	
                  6.11

                	
                  [Reserved.]

                	
                  36

                
	
                  6.12

                	
                  Tax
                    Covenants.

                	
                  36

                
	
                  6.13

                	
                  Financial
                    Statements and Financial Records.

                	
                  39

                
	
                  6.14

                	
                  Insurance.

                	
                  40

                
	
                  6.15

                	
                  Consent
                    to Transfer Hedge

                	
                  40

                
	 	 	 
	
                  ARTICLE
                    VII
                    CONDITIONS TO CLOSING

                	
                  41

                
	 	 	 
	
                  7.1

                	
                  HOLDINGS’
                    Conditions

                	
                  41

                
	
                  7.2

                	
                  MLP’s
                    Conditions

                	
                  41

                
	
                  7.3

                	
                  Exceptions.

                	
                  42

                
	 	 	 
	
                  ARTICLE
                    VIII
                    CLOSING

                	
                  42

                
	 	 	 
	
                  8.1

                	
                  Time
                    and Place of Closing..

                	
                  42

                
	
                  8.2

                	
                  Deliveries
                    at Closing

                	
                  42

                
	 	 	 
	
                  ARTICLE
                    IX
                    TERMINATION

                	
                  43

                
	 	 	 
	
                  9.1

                	
                  Termination

                	
                  43

                
	
                  9.2

                	
                  Effect
                    of Termination Prior to Closing

                	
                  43

                
	 	 	 
	
                  ARTICLE
                    X
                    INDEMNIFICATION

                	
                  43

                
	 	 	 
	
                  10.1

                	
                  Indemnification
                    by MLP

                	
                  43

                
	
                  10.2

                	
                  Indemnification
                    by HOLDINGS

                	
                  44

                
	
                  10.3

                	
                  Deductibles,
                    Caps, Survival and Certain Limitations.

                	
                  44

                
	
                  10.4

                	
                  Notice
                    of Asserted Liability; Opportunity to Defend.

                	
                  46

                
	
                  10.5

                	
                  Materiality
                    Conditions.

                	
                  47

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  10.6

                	
                  Exclusive
                    Remedy

                	
                  48

                
	
                  10.7

                	
                  Negligence
                    and Strict Liability Waiver

                	
                  48

                
	
                  10.8

                	
                  Limitation
                    on Damages

                	
                  48

                
	
                  10.9

                	
                  Bold
                    and/or Capitalized Letters

                	
                  48

                
	 	 	 
	
                  ARTICLE
                    XI
                    MISCELLANEOUS PROVISIONS

                	
                  48

                
	 	 	 
	
                  11.1

                	
                  Expenses

                	
                  48

                
	
                  11.2

                	
                  Further
                    Assurances

                	
                  49

                
	
                  11.3

                	
                  Transfer
                    Taxes

                	
                  49

                
	
                  11.4

                	
                  Assignment

                	
                  49

                
	
                  11.5

                	
                  Entire
                    Agreement, Amendments and Waiver

                	
                  49

                
	
                  11.6

                	
                  Severability

                	
                  49

                
	
                  11.7

                	
                  Counterparts

                	
                  49

                
	
                  11.8

                	
                  Governing
                    Law, Dispute Resolution and Arbitration.

                	
                  49

                
	
                  11.9

                	
                  Notices
                    and Addresses

                	
                  52

                
	
                  11.10

                	
                  Press
                    Releases

                	
                  53

                
	
                  11.11

                	
                  Offset

                	
                  53

                
	
                  11.12

                	
                  No
                    Partnership; Third Party Beneficiaries.

                	
                  53

                
	
                  11.13

                	
                  Negotiated
                    Transaction.

                	
                  53

                


        

         

        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)

                	
                  HOLDINGS’
                    Knowledge

                
	
                  1.1(i)

                	
                  Permitted
                    Encumbrances

                
	
                  1.1(j)

                	
                  Reserved
                    Liabilities

                
	
                  1.1(k)

                	
                  System
                    Maps

                
	
                  4.4

                	
                  HOLDINGS’
                    Required Consents

                
	
                  4.5

                	
                  Taxes

                
	
                  4.6

                	
                  Litigation

                
	
                  4.9

                	
                  Preferential
                    Rights

                
	
                  4.11

                	
                  Real
                    Property Matters

                
	
                  4.12

                	
                  Environmental
                    Matters

                
	
                  4.17

                	
                  Subsidiaries

                
	
                  4.18

                	
                  Bank
                    Accounts

                
	
                  4.21(a)

                	
                  Unaudited
                    Financial Statements of JV

                
	
                  4.21(b)

                	
                  Financial
                    Statements of DPS

                
	
                  5.4

                	
                  MLP
                    Required Consents

                
	
                  6.8

                	
                  Measurement
                    and Valuation of Excess Inventory

                
	
                  6.9(a)

                	
                  Existing
                    Capital Projects

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  6.9(c)

                	
                  East
                    Texas Inlet Liquid Handling Facilities

                
	
                  6.10

                	
                  New
                    Debt

                
	
                  10.2(e)

                	
                  Certain
                    Indemnified Matters

                


        

        


        Exhibits

         

        
          	
                  A

                	
                  Form
                    of Conveyance, Contribution and Assumption Agreement

                
	
                  B

                	
                  Form
                    of JV LLC Agreement

                
	
                  C

                	
                  Form
                    of Omnibus Agreement Amendment

                
	
                  D

                	
                  Form
                    of Membership Interests Assignment Agreement

                
	
                  E

                	
                  Form
                    of Certificate for Common Units

                
	
                  F

                	
                  Form
                    of Hedge Assignment Agreement

                
	
                  G

                	
                  Form
                    of NGL Purchase
                    Agreement

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    CONTRIBUTION
      AGREEMENT

     

    This
      Contribution Agreement (“Agreement”)
      is
      dated as of May 23, 2007 and is by and among DCP LP Holdings, LP, a Delaware
      limited partnership (“HOLDINGS”),
      DCP
      Midstream, LLC, a Delaware limited liability company (“MIDSTREAM”),
      DCP
      Midstream GP, LP, a Delaware limited partnership (“GP”)
      and
      DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”).
      HOLDINGS, MIDSTREAM, GP and MLP are sometimes referred to collectively herein
      as
      the “Parties” and individually as a “Party”.

     

    R
      E C I T
      A L S

     

    A. Prior
      to
      the date hereto, MIDSTREAM owned a 40% interest in Discovery Producer Services
      LLC, a Delaware limited liability company (“DPS”).
      DPS,
      together with and through its wholly-owned subsidiary, Discovery Gas
      Transmission LLC, a Delaware limited liability company (“DGT”),
      owns
      and operates the Discovery System.

     

    B. Prior
      to
      the date hereto, MIDSTREAM owned all of the membership interests in DCP East
      Texas GP, LLC, a Delaware limited liability company (“East
      Texas GP”),
      and
      DCP East Texas LP, LLC, a Delaware limited liability company (“East
      Texas LP”).
      East
      Texas GP and East Texas LP own all of the partnership interests in FCV, ELP
      and
      DETG, which collectively own and operate certain midstream gathering,
      compression, dehydrating, processing and fractionating assets located in Panola,
      Harrison, Shelby, and Rusk Counties, Texas, and Caddo and DeSoto Parishes,
      Louisiana including the Former UP Fuels Properties and the Former Gulf South
      Properties, which are generally depicted on the System Map (the “East
      Texas System”).

     

    C. On
      the
      Closing Date and pursuant to the terms of the Conveyance, Contribution and
      Assumption Agreement, MIDSTREAM shall convey its interests in East Texas GP
      and
      East Texas LP to DCP East Texas Holdings, LLC, a newly-formed Delaware limited
      liability company (the “JV”).
      

     

    D. On
      the
      Closing Date and pursuant to the terms of the Conveyance, Contribution and
      Assumption Agreement, MIDSTREAM shall contribute (i) an interest in DPS with
      a
      value equal to 2% of the additional equity of MLP after all steps described
      herein are taken (the “Interest”)
      to GP
      as a capital contribution (of which 0.001% of the Interest will be made to
      GP on
      behalf of DCP Midstream GP, LLC); (ii) its remaining interest in DPS after
      contribution to GP of the Interest (the “Discovery
      Interest”)
      to
      HOLDINGS as a capital contribution; and (iii) a 25% interest in the JV (the
      “JV
      Interest”)
      to
      HOLDINGS as a capital contribution. 

     

    E. GP
      and
      MLP desire that GP contribute the Interest to MLP as a capital contribution
      in
      exchange for a continuation of its 2% general partner interest.

     

    F. HOLDINGS
      and MLP desire that HOLDINGS contribute the Discovery Interest and the JV
      Interest to MLP in accordance with this Agreement.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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, except for the JV, the term “Affiliate” when
      applied to (a) MLP shall not include Spectra Energy Corp, 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 GP and (b) 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
      6.12(f).
      

     

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

     

    “Annual
      Financial Statements”
shall
      have the meaning given such term in Section
      6.13.

     

    “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 DPS and JV (and each of
      their
      respective Subsidiaries), except for the Excluded Assets. Each Schedule
      referenced in this definition includes a separate subpart for each of DPS and
      the JV (and each of their respective Subsidiaries):

     

    (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”);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (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 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 that are used or held for use in connection with the ownership,
      operation or maintenance of the East Texas System or the Discovery System,
      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 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 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Assumed
      Obligations”
shall
      mean any and all obligations and liabilities with respect to (i) the DPS
      LLC Agreement attributable to the Interest and the Discovery Interest,
      (ii) the JV LLC Agreement attributable to the JV Interest, (iii) the
      Operated Entities, (iv) the Assets, (v) the ownership of the Subject
      Interests, and (vi) the Hedge.

     

    “Benefit
      Plan”
shall
      mean any of the following: (a) any employee welfare benefit plan or employee
      pension benefit plan as defined in sections 3(1) and 3(2) of ERISA, and (b)
      any
      other material employee benefit agreement or arrangement, including a deferred
      compensation plan, incentive plan, bonus plan or arrangement, stock option
      plan,
      stock purchase plan, stock award plan, golden parachute agreement, severance
      plan, dependent care plan, cafeteria plan, employee assistance program,
      scholarship program, employment contract, retention incentive agreement,
      non-competition agreement, consulting agreement, vacation policy, and other
      similar plan, agreement and arrangement.

     

    “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 HOLDINGS’ additional interest in MLP in the
      form of the attached Exhibit
      E.

     

    “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.

     

    “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.

     

    “Conveyance,
      Contribution and Assumption Agreement”
means,
      that certain Conveyance, Contribution and Assumption Agreement by and among
      GP,
      MIDSTREAM, and certain other parties, together with the additional conveyance
      documents and instruments contemplated or referenced thereunder, all as attached
      hereto as Exhibit
      A.

     

    “Defensible
      Title”
shall
      mean, as to the Assets, such title to the Assets that vests the applicable
      Entity with indefeasible title in and to the Assets free and clear of Liens
      other than Permitted Encumbrances.

     

    “DETG”
shall
      mean DCP East Texas Gathering, LP, a Delaware limited partnership.

     

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

     

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

     

    “Discovery
      System”
shall
      mean the offshore and onshore system operated by Williams in which MIDSTREAM
      initially acquired an interest in from Texaco Discovery System Inc. in 2002,
      as
      such system has been added to and otherwise modified, until the Closing
      Date.

     

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

     

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

     

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

     

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

     

    “East
      Texas System”
has
      the
      meaning given such term in the Recitals.

     

    “Effective
      Time”
shall
      mean 12:01 A.M. Denver time on July 1, 2007 (or, if the Closing Date occurs
      later than July 2, 2007, 12:01 A.M. Denver time on the calendar day following
      the Closing Date).

     

    “ELP”
shall
      mean EasTrans Limited Partnership, a Texas limited partnership.

     

    “Entities”
shall
      mean DPS, DGT, East Texas GP, East Texas LP, FCV, ELP, DETG and the
      JV.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Environmental
      Law”
shall
      mean any and all Laws, statutes, ordinances, rules, regulations, or orders
      of
      any Governmental Authority in existence at the Effective Time pertaining to
      employee health, public safety, pollution or the protection of the environment
      or natural resources or to Hazardous Materials in any and all jurisdictions
      in
      which the party in question owns property or conducts business or in which
      the
      Assets are located, including the Clean Air Act, the Comprehensive Environmental
      Response, Compensation, and Liability Act of 1980 (“CERCLA”),
      the
      Federal Water Pollution Control Act, the Occupational Safety and Health Act
      of
      1970 (to the extent relating to environmental matters), the Resource
      Conservation and Recovery Act of 1976 (“RCRA”),
      the
      Safe Drinking Water Act, the Toxic Substances Control Act, the Hazardous &
Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization
      Act of 1986, the Hazardous Materials Transportation Act, the Oil Pollution
      Act
      of 1990, any state or local Laws implementing or substantially equivalent to
      the
      foregoing federal Laws, and any state or local Laws pertaining to the handling
      of oil and gas exploration, production, gathering, and processing wastes or
      the
      use, maintenance, and closure of pits and impoundments.

     

    “Environmental
      Matter”
shall
      have the meaning given such term in Section
      4.4(b).

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “Excess
      Inventory”
shall
      mean all liquid hydrocarbons included in the Assets owned by the Operated
      Entities above the necessary minimum operating inventory, which shall be
      measured and valued in accordance with Section
      6.8.

     

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

     

    (a) Any
      deposits or pre-paid items attributable to the operation of the
      Assets;

     

    (b) 
      [Reserved];

     

    (c) Claims
      for refund of or loss carry forwards with respect to (i) Taxes attributable
      to the business of the Entities for any period prior to the Closing Date or
      (ii) any Taxes attributable to any of the Excluded Assets;

     

    (d) All
      work
      product of HOLDINGS’ or its 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;

     

    (e) 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);

     

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

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (h) All
      rights and obligations under swaps, futures or other similar derivative based
      transactions that relate to the ownership, operation, use or maintenance of
      the
      Assets, except those that are specifically described in Schedule
      1.1(d);

     

    (i) 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; and

     

    (j) Without
      limiting the obligations under Sections
      6.2
      and
6.14,
      all
      rights to claim coverage or benefits under HOLDINGS’ or its Affiliates’ (other
      than DPS or DGT) insurance policies or coverage, including self-insurance and
      insurance which HOLDINGS has obtained through a captive insurance carrier,
      but
      excluding any such rights to recover amounts that are included in the
      calculation of Net Working Capital.

     

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

     

    “Existing
      Capital Projects”
shall
      have the meaning given such term in Section
      6.9.

     

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

     

    “FCV”
means
      Fuels Cotton Valley Gathering, LP, a Delaware limited partnership.

     

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

     

    “Former
      Gulf South Properties”
shall
      mean the former Gulf South gathering facilities located in Shelby, Panola and
      Harrison Counties, Texas and Caddo Parish, Louisiana, which are generally
      depicted on the System Map, and which were acquired by DCP Midstream, LP or
      its
      Affiliates on March 31, 2005.

     

    “Former
      UP Fuels Properties”
shall
      mean the former UP Fuels gathering and processing facilities located in Panola,
      Shelby, Harrison and Rusk Counties, Texas, and Caddo and DeSoto Parishes,
      Louisiana, which are generally depicted on the System Map, and which were
      acquired by DCP Midstream, LP or its Affiliates on April 1, 1999.

     

    “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.

     

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

     

    “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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Hazardous
      Materials”
shall
      mean: (a) any wastes, chemicals, materials or substances defined or included
      in
      the definition of “hazardous substances,” “hazardous materials,” “toxic
      substances,” “solid wastes,” “pollutants,” “contaminants,” or words of similar
      import, under any Environmental Law; (b) any hydrocarbon or petroleum or
      component thereof, (including, without limitation, crude oil, natural gas,
      natural gas liquids, or condensate that is not reasonably and commercially
      recoverable; (c) oil and gas exploration or production wastes including produced
      water; (d) radioactive materials (other than naturally occurring radioactive
      materials), friable asbestos, mercury, lead based paints and polychlorinated
      biphenyls, (e) any other chemical, material or substance, exposure to which
      is
      prohibited, limited or regulated by any Governmental Authority; or (f) any
      regulated constituents or substances in concentrations or levels that exceed
      numeric or risk-based standards established pursuant to Environmental Laws.
      

     

    “Hedge
      Assignment Agreement”
shall
      mean the Assignment and Assumption of Hedge in substantially the form of
Exhibit
      F
      covering
      the conveyance of the Hedge by HOLDINGS to MLP.

     

    “Hedge”
shall
      mean that certain forward $66.72/barrel crude oil sale transaction, transaction
      reference number 339269/1 having a trade date of March 8, 2007 between DCP
      Midstream Marketing, LP and Citibank N.A. for the period of July 2007 through
      December 2012 with a total notational quantity of 1,865,000
      barrels.

     

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

     

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

     

    “HOLDINGS’
      Knowledge”
or
      the
“Knowledge
      of HOLDINGS”
or
      any
      similar term, shall mean the actual knowledge of (a) with respect to any matter
      other than related to the Non-Operated Entities, (i) any officer of HOLDINGS
      having a title of Vice President or higher, and (ii) the individuals listed
      on
Schedule
      1.1(h)
      and (b)
      with respect to any matter related to the Non-Operated Entities, David Garrett,
      Vice President - South Gas Supply and Donald Degen, Managing
      Director.

     

    “HOLDINGS’
      Required Consents”
shall
      have meaning given such term in Section
      4.4(a).

     

    “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
      6.14.

     

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

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “IRR”
shall
      have the meaning given such term in Section
      6.9(c).

     

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

     

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

     

    “JV
      LLC
      Agreement”
shall
      mean the Amended and Restated Limited Liability Company 

    Agreement
      of DCP
      East
      Texas Holdings, LLC dated
      as
      of the Effective Time, in the form of the attached Exhibit
      B.

    


    “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.

     

    “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
      mean a single event, occurrence or fact, or series of events, occurrences or
      facts, that, alone or together with all other events, occurrences or facts
      (a)
      would have an adverse change in or effect on the Entities or the Assets
      (including the cost to remedy, replace or obtain same) taken as a whole, in
      excess of $13,500,000 or (b) would result in the prohibition or material delay
      in the consummation of the transactions contemplated by this Agreement,
      excluding (in each case) matters that are generally industry-wide developments
      or changes or effects resulting from changes in Law or general economic,
      regulatory or political conditions. 

     

    “Material
      Casualty Loss”
shall
      have the meaning given such term in Section
      6.2.

     

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

     

    “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
      have the meaning given such term in Section
      5.4.

     

    “Net
      Working Capital”
means,
      with respect to any Entity as of any given date, an amount (which may be
      positive or negative) equal to the sum of (a) the total current assets of
      such Entity and its Subsidiaries as of such date and (b) the value of any
      Excess Inventory owned by such Entity that is not owed to producers minus the
      total current liabilities of such Entity and its Subsidiaries as of such date,
      in each case determined in accordance with GAAP, but excluding accounts payable
      (and amounts accrued) associated with Existing Capital Projects and New Capital
      Projects.

     

    “New
      Capital Projects”
shall
      have the meaning given such term in Section
      6.9.

     

    “NGL
      Purchase Agreement”
shall
      mean the NGL Purchase Agreement, substantially in the form of the attached
      Exhibit
      G.
      

     

    “Non-Operated
      Entities”
shall
      mean DPS and DGT.

     

    “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 Fourth Amendment to Omnibus Agreement dated as of the Closing Date
      among MIDSTREAM, MLP, GP and DCP Midstream Operating, LP, in the form of the
      attached Exhibit
      C.
      

     

    “Operated
      Entities”
shall
      mean the JV, East Texas GP, East Texas LP, FCV, ELP and DETG.

     

    “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.

     

    “Permitted
      Encumbrances”
shall
      mean the following:

     

    (a) the
      terms, conditions, restrictions, exceptions, reservations, limitations, and
      other matters contained in any document creating the Real Property Interests,
      or
      in any Permit or Contract;

     

    (b) Liens
      for
      property Taxes and assessments that are not yet due and payable (or that are
      being contested in good faith by appropriate Proceedings for which adequate
      reserves in accordance with GAAP have been established on the books of account
      of the applicable Entity);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) mechanic’s,
      materialmen’s, repairmen’s and other statutory Liens arising in the Ordinary
      Course of Business and securing obligations incurred prior to the Effective
      Time
      and (i) for which adequate reserves in accordance with GAAP have been
      established on the books of account of the applicable Entity, or (ii) that
      are
      not delinquent and that will be paid and discharged in the Ordinary Course
      of
      Business or, if delinquent, that are being contested in good faith with any
      action to foreclose on or attach any Assets on account thereof properly stayed
      and for which adequate reserves in accordance with GAAP have been established
      on
      the books of account of the applicable Entity;

     

    (d) utility
      easements, restrictive covenants, defects and irregularities in title,
      encumbrances, exceptions and other matters that are of record that, singularly
      or in the aggregate, will not materially interfere with the ownership, use
      or
      operation of the Assets to which they pertain;

     

    (e) required
      Third Person consents to assignment, preferential purchase rights and other
      similar agreements with respect to which consents or waivers are obtained from
      the appropriate Person for the transaction contemplated hereby prior to Closing
      or, as to which the appropriate time for asserting such rights has expired
      as of
      the Closing without an exercise of such rights; 

     

    (f) any
      Post-Closing Consent; 

     

    (g) Liens
      created by MLP or its successors or assigns; and

     

    (h) the
      Liens
      listed on Schedule
      1.1(i).

     

    “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) except
      for sales, transfer, use or similar Taxes that are due or should hereafter
      become due (including penalty and interest thereon) by reason of creation of
      the
      JV and the conveyances and transactions contemplated by this Agreement and
      property Taxes, all Taxes with respect to the Entities or the Assets to the
      extent related to periods prior to and including the Closing Date;

     

    (ii) property
      Taxes on the Assets related to periods prior to January 1, 2007;

     

    (iii) disposal
      of Hazardous Materials at offsite locations (a) which were delivered from the
      East Texas System (excluding the Former Gulf South Properties) between April
      1,
      1999 and the Closing Date and (b) which were delivered from the Former Gulf
      South Properties between March 31, 2005 and the Closing Date; and

     

    
      
        (iv)
          the
          Excluded Assets and Taxes related thereto; and

      

    

     

    
      
        (v)
          those
          matters, if any, described on Schedule
          1.1(j).

      

    

     

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

     

    “SEC”
shall
      mean the U.S. Securities and Exchange Commission.

     

    “SEC
      Financial Statements”
shall
      have the meaning specified in Section
      6.13.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

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

     

    “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 Section
      6.13.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Subject
      Interests”
shall
      mean the Interest, the Discovery Interest and the JV Interest.

     

    “Subject
      Interests Assignment Agreement”
shall
      mean the Assignment Agreement in substantially the form of Exhibit
      D
      covering
      the conveyance of the Subject Interests by HOLDINGS and GP 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.

     

    “System
      Map”
shall
      collectively mean the maps depicting the East Texas System and the Discovery
      System, which maps are attached as Schedules
      1.1(k)-1
      and
1.1(k)-2.

     

    “Tax”
or
      “Taxes”
shall
      mean any federal, state, local or foreign 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 Governmental Authority having jurisdiction over the payment or
      reporting of any Tax.

     

    “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
      6.12(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 the sum of (a) the
      product of (i) the Net Working Capital of the JV multiplied by (ii) the JV
      Interest and (b) the product of (i) the Net Working Capital of DPS multiplied
      by
      (ii) the sum of the Interest and the Discovery Interest.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

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

     

    “Unaudited
      Financial Statements”
shall
      have the meaning given such term in Section
      4.21(a).

     

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

     

    “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 (a) GP shall contribute
      the
      Interest to the MLP in exchange for a continuation of its 2% general partner
      interest in MLP and (b) HOLDINGS shall contribute to MLP the Discovery Interest,
      the JV Interest and the Hedge in exchange for the issuance of the Consideration
      to 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 contribution of the Discovery Interest, the JV Interest
      and the Hedge, and the assumption, performance and discharge of the Assumed
      Obligations, MLP shall (i) issue and deliver to HOLDINGS at the Closing one
      or
      more certificates duly registered in the name of HOLDINGS and representing
      620,404 Units (the “Unit
      Consideration”)
      and
      (ii) distribute an amount of cash to HOLDING equal to the sum of (A)
      $242,448,979.69, (B) the Total Net Working Capital as of the Effective Time
      and
      (C) 25% (as attributable to the JV Interest) or 40% (as attributable to the
      Interest and the Discovery Interest) of the aggregate payments made by HOLDINGS
      and its Subsidiaries after the date of this Agreement for New Capital Projects
      (the “Cash
      Consideration”).

     

    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 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”).

     

    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, 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 HOLDINGS that are described in the definition thereof, with
      HOLDINGS’ calculation of such items in reasonable detail, based on information
      then available to 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 ninety (90) days after the Closing Date and after consultation with
      MLP, 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 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 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 HOLDINGS
      by the 30th day following 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 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.

     

    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 HOLDINGS the amount of such excess, with interest at the Interest
      Rate (calculated from the Closing Date). 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 HOLDINGS
      shall
      pay to MLP the amount of such excess, with interest at the Interest Rate. Any
      payment shall be made within three (3) Business Days of the date the Final
      Settlement Statement becomes final pursuant to Section
      3.4. 

     

    3.6 Access
      to Records.
      The
      Parties shall grant to each other full access to the Records and 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 HOLDINGS

     

    HOLDINGS
      represents and warrants to MLP as follows:

     

    4.1 Organization,
      Good Standing, and Authority.

     

    (a) Each
      of
      HOLDINGS and GP is a limited partnership 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 HOLDINGS
      or GP is a party and the consummation by HOLDINGS or GP of the transactions
      contemplated herein and therein have been duly and validly authorized by all
      necessary limited partnership action by HOLDINGS or GP, respectively. This
      Agreement has been duly executed and delivered by HOLDINGS and GP. Each of
      HOLDINGS and GP has all requisite limited partnership 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.

     

    (c) DPS,
      DGT,
      East Texas GP and East Texas LP are limited liability companies duly formed,
      validly existing and in good standing under the Laws of the State of Delaware
      and have all requisite limited liability company power and authority to own
      or
      otherwise hold and operate its respective assets. 

     

    (d) JV
      is a
      limited liability company duly formed, validly existing and in good standing
      under the Laws of the State of Delaware and has all requisite limited liability
      company power and authority to own or otherwise hold and operate its assets.
      The
      execution and delivery of any Transaction Documents to which JV is a party
      and
      the consummation by JV of the transactions contemplated herein and therein
      to
      which it is a party have been duly and validly authorized by all necessary
      limited liability company action by JV. 

     

    (e) ELP
      is a
      limited partnership duly formed, validly existing and in good standing under
      the
      Laws of the State of Texas and has all requisite limited partnership power
      and
      authority to own or otherwise hold and operate its assets. 

     

    (f) Each
      of
      FCV and DETG is a limited partnership duly formed, validly existing and in
      good
      standing under the Laws of the State of Delaware and has all requisite limited
      partnership power and authority to own or otherwise hold and operate its assets.
      

     

    4.2 Enforceability.
      This
      Agreement constitutes and, upon execution of and delivery by HOLDINGS, MIDSTREAM
      and GP of the other Transaction Documents to which it is a party, such
      Transaction Documents will constitute, valid and binding obligations of
      HOLDINGS, MIDSTREAM and GP, 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 HOLDINGS, MIDSTREAM and GP of this
      Agreement, and the execution, delivery and performance by HOLDINGS, MIDSTREAM
      and GP 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 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 HOLDINGS, MIDSTREAM,
      GP
      or the Operated Entities (or to HOLDINGS’ Knowledge, the Non-Operated Entities)
      is a party or by which any of them, the Subject Interests or the Assets are
      bound;

     

    (b) Conflict
      with or violate the limited liability company agreements of MIDSTREAM, JV,
      DPS,
      DGT, East Texas GP or East Texas LP or the limited partnership agreements of
      HOLDINGS, GP, DETG, FCV or ELP; and

     

    (c) Provided
      that all of HOLDINGS’ Required Consents and Post Closing Consents have been
      obtained, violate any Law applicable to HOLDINGS, MIDSTREAM, GP or the Operated
      Entities or the Assets (or to HOLDINGS’ Knowledge, the Non-Operated
      Entities).

     

    4.4 Consents,
      Approvals, Authorizations and Governmental Regulations.

     

    (a) Except
      (i) for Post-Closing Consents and (ii) as set forth in Schedule
      4.4
      (the
      items described in clause (ii) being collectively referred to as the
“HOLDINGS’
      Required Consents”;
      no
      order, consent, waiver, permission, authorization or approval of, or exemption
      by, or the giving of notice to or the registration or filing with any Third
      Person, is necessary for HOLDINGS, MIDSTREAM or GP to execute, deliver and
      perform this Agreement or for HOLDINGS, MIDSTREAM or GP to execute, deliver
      and
      perform the other Transaction Documents to which it is a party.

     

    (b) Except
      as
      set forth in Schedule
      4.4,
      (i),
      all material permits, licenses, certificates, orders, approvals, authorizations,
      grants, consents, concessions, warrants, franchises and similar rights and
      privileges, of all Governmental Authorities required or necessary for the
      Operated Entities and, to HOLDINGS’ Knowledge, the Non-Operated Entities to own
      and operate its Assets in the places and in the manner currently owned or
      operated, have been obtained, and are in full force and effect, (ii) HOLDINGS
      and its Affiliates have received no written notification concerning, and there
      are no violations that are in existence with respect to the permits and (iii)
      no
      Proceeding is pending or threatened with respect to the revocation or limitation
      of any of the permits. Notwithstanding anything herein to the contrary, the
      provisions of this Section
      4.4(b)
      shall
      not relate to or cover any matter relating to or arising out of any
      Environmental Laws (an “Environmental
      Matter”),
      which
      shall be governed by Section
      4.12.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.5 Taxes.
      Except
      as set forth in Schedule
      4.5:

     

    (a) 
      JV has
      not and will not (and, with respect to DPS and DGT, HOLDINGS and its Affiliates
      have not and will not consent to DPS or DGT to) on or prior to the Closing
      Date,
      file an election under Treasury Regulation §301.7701 3 to be classified as a
      corporation for U.S. federal income tax purposes. Since
      April 1, 2000 until Closing, FCV and ELP have been and will be business entities
      that will be disregarded for federal Tax purposes under Treasury Regulation
      §§301.7701-2 and -3. Since the date of their formation until Closing, DETG, East
      Texas GP and East Texas LP have been and will be business entities that will
      be
      disregarded for federal Tax purposes under Treasury Regulation §§301.7701-2 and
      -3. To
      HOLDINGS’ Knowledge, during the entirety of the period from the date of its
      formation until Closing, DPS has been and will be a partnership for federal
      tax
      purposes;

     

    (b) Except
      with respect to ad valorem Taxes for the year in which Closing occurs, all
      Taxes
      due and owing or claimed to be due and owing (whether such claim is asserted
      before or after the Effective Time) from or against any Entity relating to
      the
      Assets, or the operation thereof, prior to the Effective Time have been or
      will
      be timely paid in full by HOLDINGS or its Affiliates;

     

    (c) All
      withholding Tax and Tax deposit requirements imposed on HOLDINGS, the Operated
      Entities, the Non-Operated Entities and applicable to the Assets, or the
      operation thereof, for any and all periods or portions thereof ending prior
      to
      the Effective Time have been or will be timely satisfied in full by HOLDINGS
      or
      its Affiliates;

     

    (d) All
      Tax
      Returns that are required to be timely filed for, by, on behalf of or with
      respect to the Operated Entities (and to HOLDINGS’ Knowledge, the Non-Operated
      Entities), before the Effective Time have been or will be filed with the
      appropriate Governmental Authority; all Taxes shown to be due and payable on
      such Tax Returns have been or will be paid in full by HOLDINGS or its
      Affiliates; 

     

    (e) None
      of
      the Operated Entities or, to HOLDINGS’ Knowledge, the Non-Operated Entities is
      under Tax audit or Tax examination by any Governmental Authority. There are
      no
      Claims now pending or, to the Knowledge of HOLDINGS, threatened against the
      Operated Entities with respect to any Tax or any matters under discussion with
      any Governmental Authority relating to any Tax. To the Knowledge of HOLDINGS,
      there are no Claims now pending or threatened against the Non-Operated Entities
      with respect to any Tax or any matters under discussion with any Governmental
      Authority relating to any Tax;

     

    (f) None
      of
      the Operated Entities or, to HOLDINGS’ Knowledge, the Non-Operated Entities) (i)
      has agreed to make, nor is required to make, any adjustment under Section 481
      of
      the Code or any comparable provision of state, local or foreign Law by reason
      of
      a change in accounting method or otherwise, and (ii) is a party to or bound
      by
      (or will become a party to or bound by) any Tax sharing, Tax indemnity, or
      Tax
      allocation agreement; and

     

    (g) To
      HOLDINGS knowledge, DPS has made an election under Section 754 of the Code.
      The
      JV has made, or will make, effective for JV’s initial tax year, an election
      under Section 754 of the Code.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.6 Litigation;
      Compliance with Laws.

     

    (a) There
      is
      no injunction, restraining order or Proceeding pending against HOLDINGS,
      MIDSTREAM, GP or the Operated Entities (and to HOLDINGS’ Knowledge, the
      Non-Operated Entities) that restrains or prohibits the consummation of the
      transactions contemplated by this Agreement.

     

    (b) Except
      for the litigation and Claims identified on Schedule
      4.6,
      (i)
      there is no written Claim, investigation or examination pending, or to the
      Knowledge of HOLDINGS, threatened, against or affecting the Operated Entities
      (or their respective assets) before or by any Third Person and (ii) to the
      Knowledge of HOLDINGS, there is no written Claim, investigation or examination
      pending or threatened, against or affecting the Non-Operated Entities (or their
      respective assets) before or by any Third Person.

     

    (c) To
      HOLDINGS’ Knowledge, the Assets have been owned and operated in compliance with
      applicable Laws, except for any non-compliance which has been timely brought
      into compliance therewith. Notwithstanding anything herein to the contrary,
      the
      provisions of this Section
      4.6(c)
      shall
      not relate to or cover any Environmental Matters, which shall be governed by
      Section
      4.12.

     

    4.7 Contracts.
      All of
      the Contracts that are material to the business of the Operated Entities and
      the
      Non-Operated Entities, taken as a whole, are listed on Schedule
      1.1(d).
      The
      Operated Entities and, to HOLDINGS’ Knowledge, the Non-Operated Entities are not
      in default and there is no event or circumstance that with notice, or lapse
      of
      time or both, would constitute an event of default by the applicable Entity
      under the terms of the Contracts. All of the Contracts of the Operated Entities
      and, to HOLDINGS’ Knowledge, the Non-Operated Entities, are in full force and
      effect and to HOLDINGS’ Knowledge, no counter-party to any of the Contracts is
      in default under the terms of such Contracts. Schedule
      1.1(d)
      lists
      each Contract that: 

     

    (a) expressly
      obligates an Entity to pay an amount of $500,000 (to the 100% interest) or
      more
      and has not been fully performed as of the date hereof; 

     

    (b) expressly
      restricts the ability of an Entity to compete or otherwise to conduct its
      business in any manner or place; 

     

    (c) provides
      for the sale of products or the provision of services (for a term greater than
      a
      year) for amounts in excess of $500,000 (to the 100% interest and including
      outstanding offers or quotes which by acceptance would create such a Contract)
      and which have not been fully performed as of the date hereof; 

     

    (d) provides
      a right of first refusal or other restrictive right that limits the ability
      to
      transfer, sell or assign an interest in an asset or an equity interest in a
      Person;

     

    (e) is
      a
      master agreement, swap, derivative, option, future or similar type Contract
      or
      any open agreement or position thereunder;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) is
      with
      any current or former employee, officer, director or consultant of HOLDINGS
      or
      an Entity or their respective Affiliates;

     

    (g) is
      an
      inter-company agreement; 

     

    (h) is
      with
      any labor union or association;

     

    (i) is
      a
      partnership or joint venture agreement with a Third Person in which one of
      HOLDINGS or an Entity or their respective Affiliates is a party or by which
      any
      of them are bound; 

     

    (j) is
      an
      agreement with a consideration in excess of $500,000 (to the 100% interest)
      by
      an Entity to purchase or sell any assets (other than inventory in the Ordinary
      Course of Business), businesses, capital stock or other debt or equity
      securities of any Person;

     

    (k) is
      an
      agreement with a consideration in excess of $500,000 (to the 100% interest)
      involving the merger, consolidation, purchase, sale, transfer or other
      disposition of interests in real property, capital stock or other debt or equity
      securities of any Person prior to Closing; or

     

    (l) is
      any
      other lease agreement with respect to any parcel of real property in which
      an
      Entity has a leasehold or similar interest. 

     

    4.8 Title
      to Assets; Intellectual Property.
      Except
      for the Permitted Encumbrances, each of the Operated Entities and, to HOLDINGS’
Knowledge, each of the Non-Operated Entities, has Defensible Title to those
      of
      the Assets that it operates, free and clear of all Liens, and:

     

    (a) none
      of
      HOLDINGS, the Operated Entities or, to HOLDINGS’ Knowledge, the Non-Operated
      Entities has received any written notice of infringement, misappropriation
      or
      conflict with respect to Intellectual Property from any Person with respect
      to
      the ownership, use or operation of the Assets; and

     

    (b) the
      ownership, use and operation of the Assets have not infringed, misappropriated
      or otherwise conflicted with any patents, patent applications, patent rights,
      trademarks, trademark applications, service marks, service mark applications,
      copyrights, trade names, unregistered copyrights, trade secrets of any other
      Person.

     

    4.9 Preferential
      Rights to Purchase.
      Except
      as listed in Schedule
      4.9,
      there
      are no preferential or similar rights to purchase any portion of the Entities
      or
      Assets that will be triggered by this Agreement or the transactions contemplated
      herein.

     

    4.10 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 HOLDINGS
      or
      any of its Affiliates.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.11 Compliance
      with Property Instruments.
      To
      HOLDINGS’ Knowledge and except as set forth in Schedule
      4.11,
      (a) all
      of the instruments creating the Real Property Interests are presently valid,
      subsisting and in full force and effect; (b) there are no violations, defaults
      or breaches thereunder, or existing facts or circumstances which upon notice
      or
      the passage of time or both will constitute a violation, default or breach
      thereunder; and (c) the Assets are currently being operated and maintained
      in
      compliance with all terms and provisions of the instruments creating the Real
      Property Interests. None of HOLDINGS or its Affiliates has received or given
      any
      written notice of default or claimed default under any such instruments and
      is
      not participating in any negotiations regarding any material modifications
      thereof.

     

    4.12 Environmental
      Matters.
      Except
      as set forth in Schedule
      4.12:

     

    (a) to
      HOLDINGS’ Knowledge, HOLDINGS and its Affiliates have not caused or allowed the
      generation, use, treatment, manufacture, storage, or disposal of Hazardous
      Materials at, on or from the Assets, except in accordance with all applicable
      Environmental Laws;

     

    (b) to
      HOLDINGS’ Knowledge, there has been no release of any Hazardous Materials at,
      on, from, or underlying any of the Assets other than such releases that (i)
      are
      not required to be reported to a Governmental Authority, (ii) have been reported
      to the appropriate Governmental Authority or (iii) were in compliance with
      applicable Environmental Laws;

     

    (c) to
      HOLDINGS’ Knowledge, the Entities have secured all permits required under
      Environmental Laws for the ownership, use and operation of the Assets and the
      Entities are in compliance with such permits;

     

    (d) HOLDINGS
      and its Affiliates have not received written inquiry or notice of any actual
      or
      threatened Claim related to or arising under any Environmental Law relating
      to
      the Assets;

     

    (e) none
      of
      HOLDINGS or the Operated Entities or to HOLDINGS’ Knowledge, the Non-Operated
      Entities, is currently operating or required to be operating any of the Assets
      under any compliance order, a decree or agreement, any consent decree or order,
      or corrective action decree or order issued by or entered into with any
      Governmental Authority under any Environmental Law or any Law regarding health
      or safety in the work place;

     

    (f) to
      HOLDINGS’ Knowledge, the Entities have owned, used and operated the Assets in
      compliance with Environmental Laws, except for any non-compliance which has
      been
      remediated and brought into compliance with Environmental Laws; and

     

    (g) to
      HOLDINGS’ Knowledge, none of the off-site locations where Hazardous Materials
      from any of the Assets have been transported, stored, treated, recycled,
      disposed of or released has been designated as a facility that is subject to
      a
      Claim under any Environmental Laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.13 Employee
      Matters.
      At no
      time prior to the Effective Time will the Operated Entities have had any
      employees. 

     

    4.14 Benefit
      Plan Liabilities.
      At no
      time prior to the Effective Time will the Operated Entities have maintained
      any
      Benefit Plans. At the Effective Time, the Operated Entities shall have no
      liability with respect to any Benefit Plans.

     

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

     

    4.16 Capitalization
      of the Subject Interests.

     

    (a) The
      JV
      Interest (i)  constitutes 25% of the outstanding ownership interests in the
      JV, (ii) was duly authorized, validly issued, fully paid and
      non-assessable, and (iii) was not issued in violation of any pre-emptive
      rights. 

     

    (b) The
      Interest and the Discovery Interest (i) collectively constitute 40% of the
      outstanding ownership interests in DPS, (ii) were duly authorized, validly
      issued, fully paid and non-assessable and (iii) were not issued in violation
      of
      any pre-emptive rights. 

     

    (c) HOLDINGS
      or GP, as applicable, has good and valid title to the Subject Interests and,
      except as provided or created by its limited liability company agreement or
      other organizational or governance documents, the Securities Act or applicable
      securities Laws, the Subject Interests are free and clear of any (i)
      restrictions on transfer, Taxes, Liens, Claims, or Proceedings or (ii)
      encumbrances, options, warrants, purchase rights, contracts, commitments,
      equities or demands to the extent any of the same contain or create any right
      to
      acquire all or any right in or to the Subject Interests.

     

    (d) There
      are
      no existing rights, agreements or commitments of any character obligating the
      Operated Entities or to HOLDINGS’ Knowledge, the Non-Operated Entities, to
      issue, transfer or sell any additional ownership rights or interests or any
      other securities (debt, equity or otherwise) convertible into or exchangeable
      for such ownership rights or interests or repurchase, redeem or otherwise
      acquire any such interest.

     

    4.17 Subsidiaries
      and Other Equity Interests.
      As of
      Closing, the JV will not have any Subsidiaries or own, directly or indirectly,
      any equity interest in any other Person except the limited liability company
      interests and general and limited partnership interests listed on Schedule
      4.17.
      DPS
      does not have any Subsidiaries or own, directly or indirectly, any equity
      interest in any other Person except 100% of the membership interests of
      DGT.

     

    4.18 Bank
      Accounts.
      Except
      as set forth on Schedule
      4.18,
      FCV,
      DETG and ELP (and as of Closing, the JV, have no accounts or safe-deposit boxes
      with banks, trust companies, savings and loan associations, or other financial
      institutions.

     

    4.19 [Reserved].

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.20 Investment
      Intent.
      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. HOLDINGS acknowledges that the Units have not been registered
      under
      the Securities Act or the securities Laws of any state and neither HOLDINGS
      nor
      any of its Affiliates has any obligation or right to register the Units except
      as set forth in the Amended and Restated 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. 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
      HOLDINGS, either alone or through its officers, employees or agents, has
      evaluated the merits and risks of the investment in the Units.

     

    4.21 Financial
      Statements; Internal Controls; Undisclosed Liabilities.
      To
      HOLDINGS’ Knowledge:

     

    (a) Schedule
      4.21(a)
      sets
      forth a true and complete copy of the unaudited balance sheets as of March
      31,
      2007 and December 31, 2006 and 2005, and statements of income (loss),
      comprehensive income (loss) and net equity, and statements of cash flow for
      the
      three months ended March 31, 2007, and for the years ended December 31, 2006,
      2005 and 2004 for the business of the JV (the “Unaudited
      Financial Statements”).
      The
      Unaudited Financial Statements (including the notes thereto) have been prepared
      in accordance with GAAP applied on a consistent basis throughout the periods
      covered thereby and present fairly, in all material respects, the financial
      condition of the business of the JV, as of such dates and the results of
      operations of the business of the JV for such periods. There are no undisclosed
      off-balance sheet arrangements that have or are reasonably likely to have a
      Material Adverse Effect.

     

    (b) Schedule
      4.21(b)
      sets
      forth a true and complete copy of all final unaudited balance sheets, statements
      of income, and statements of cash flow that relate to years 2006 or 2007 that
      were provided to HOLDINGS or its Affiliates by the managing member of
      DPS.

     

    (c) There
      are
      no liabilities or obligations of the JV (whether known or unknown and whether
      accrued, absolute, contingent or otherwise) and there are no facts or
      circumstances that would reasonably be expected to result in any such
      liabilities or obligations, other than (i) liabilities or obligations disclosed,
      reflected or reserved against in the Unaudited Financial Statements, and (ii)
      current liabilities incurred in the Ordinary Course of Business since December
      31, 2006.

     

    4.22 No
      Other Representations or Warranties; Schedules.
      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 HOLDINGS:

     

    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.

     

    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 Consents,
      Approvals, Authorizations and Governmental Regulations.
      Except
      (i) for Post-Closing Consents, and (ii) as set forth in Schedule
      5.4
      (the
      items described in clauses (ii) being collectively referred to as the
“MLP
      Required Consents”),
      no
      order, consent, waiver, permission, authorization or approval of, or exemption
      by, or the giving of notice to or registration or filing with, any Third Person,
      is necessary for MLP to execute, deliver and perform this Agreement or the
      Transaction Documents to which it will be a party.

     

    5.5 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.6 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
      HOLDINGS and its Affiliates, and to the records of HOLDINGS and its Affiliates
      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, 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 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
      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, 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 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
      HOLDINGS or any of its advisors or Affiliates with respect to such projections
      or forecasts.

     

    5.7 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
      HOLDINGS or any of its Affiliates. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.8 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 HOLDINGS nor any of its 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.

     

    5.9 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.
      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, (i) HOLDINGS will not, and will not permit
      the
      Operated Entities to (or with respect to the Non-Operated Entities to, will
      not
      consent to allowing such Non-Operated Entity to) sell, transfer, assign, convey
      or otherwise dispose of any Assets other than (A) the transfer of the Excluded
      Assets; (B) the sale of inventory in the Ordinary Course of Business or (C)
      the
      sale or other disposition of equipment or other Personal Property which is
      replaced with equipment or other Personal Property of comparable or better
      value
      and utility; (ii) except for the Existing Capital Projects, modify in any
      respect the East Texas System that will require a capital expenditure in excess
      of $1,000,000 (as to the 100% interest); (iii) make any adverse change in its
      sales, credit or collection terms and conditions relating to the Assets; (iv)
      do
      any act or omit to do any act which will cause a material breach in any
      Contract; (v) unless disputed in good faith, fail to pay when due all amounts
      owed under the Contracts; or (vi) amend the Hedge, notwithstanding the
      foregoing, the Parties acknowledge HOLDINGS may minimize the amount of Excess
      Inventory held by the Entities prior to Closing;

     

    (b) HOLDINGS
      will not allow the Operated Entities to (or with respect to the Non-Operated
      Entities, will not consent to allowing such Non-Operated Entity to) create
      or
      permit the creation of any Lien on any Asset other than Permitted Encumbrances;
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) If
      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; and

     

    (d) HOLDINGS
      will and will cause the Operated Entities to (and with respect to the
      Non-Operated Entities, will not consent to allowing such Non-Operated Entity
      not
      to):

     

    (i) maintain
      and operate the Assets in the Ordinary Course of Business, including regular
      scheduled maintenance plans and capital expenditures, and pay or cause to be
      paid all costs and expenses in connection therewith when due; 

     

    (ii) carry
      on
      its business in respect of the Assets in substantially the same manner as it
      has
      heretofore; 

     

    (iii) use
      reasonable efforts to preserve its business in respect of the Assets intact,
      to
      keep available the services of the employees involved in the conduct of such
      business and to preserve the goodwill of customers having business relations
      with the applicable Entities in respect of the Assets, in each case, in all
      material respects;

     

    (iv) not
      abandon any of the Assets or liquidate, dissolve, recapitalize or otherwise
      wind
      up its business;

     

    (v) comply
      in
      all material respects with all of the rules, regulations and orders of any
      Governmental Authority applicable to the Assets;

     

    (vi) timely
      file, properly and accurately make in all material respects all reports and
      filings required to be filed with the appropriate Governmental Authority;
      and

     

    (vii) pay
      all
      Taxes with respect to the Assets which come due and payable prior to the Closing
      Date;

     

    (viii) not
      make,
      amend or revoke any material election with respect to Taxes; 

     

    (ix) not
      amend
      its organizational documents;

     

    (x) not
      make
      any material change in any method of accounting or accounting principles,
      practices or policies, other than those required by GAAP; 

     

    (xi) not
      issue
      or sell any equity interests, notes, bonds or other securities or incur, assume
      or guarantee any indebtedness for borrowed money, or any option, warrant or
      right to acquire same;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (xii) not
      (A)
      merge or consolidate with any Person; or (B) make any loan to any Person (other
      than extensions of credit to customers in the Ordinary Course of Business and
      inter-company loans under DCP Midstream, LLC’s cash management system);
      and

     

    (xiii) maintain
      in full force and effect insurance policies covering the Assets.

     

    (xiv) with
      respect to the Contracts, not enter into any financial derivatives that would
      be
      Assumed Obligations unless the same are in compliance with MIDSTREAM’s risk
      management guidelines.

     

    6.2 Casualty
      Loss.

     

    (a) HOLDINGS
      shall promptly notify MLP of any Casualty Loss of which HOLDINGS becomes aware
      prior to the Closing. If a Casualty Loss occurs that would reasonably be
      expected to have a Material Adverse Effect (a “Material
      Casualty Loss”),
      HOLDINGS shall have the right to extend the Closing Date for up to forty-five
      (45) days for the purpose of repairing or replacing the Assets destroyed or
      damaged by the Material Casualty Loss to the reasonable satisfaction of MLP.
      If
      HOLDINGS does not repair or replace the Assets destroyed or damaged by the
      Material Casualty Loss prior to the Closing to the reasonable satisfaction
      of
      MLP and the Parties are unable to agree on a value to compensate MLP for the
      Material Casualty Loss, MLP may terminate this Agreement upon fifteen (15)
      days
      written notice to HOLDINGS. 

     

    (b) If
      this
      Agreement is not terminated by MLP as provided in subsection
      (a),
      MLP’s
      sole remedy with respect to any Casualty Loss in respect of Assets which are
      not
      repaired or replaced prior to the Closing to the reasonable satisfaction of
      MLP
      (but only to the extent not reflected in Net Working Capital) is to accept
      a
      value estimated by HOLDINGS and agreed to by MLP to be equal to (i) 40% of
      the
      cost to repair or replace the Assets of DPS or DGT affected by the Casualty
      Loss
      or (ii) 25% of the cost to repair or replace the Assets of any Operated Entity
      affected by the Casualty Loss, as applicable; provided
      that (A)
      if the Parties cannot agree, then the Closing shall occur and either Party
      may
      submit the determination of the costs of the Casualty Loss for resolution
      pursuant to Section
      11.8;
      (B)
      with respect to any Casualty Loss affecting Assets of an Operated Entity, any
      insurance, condemnation or taking proceeds shall be the sole property of (and,
      if applicable, shall be assigned to) HOLDINGS; and (C) with respect to any
      Casualty Loss affecting Assets of DPS or DGT, if DPS or DGT receives any
      insurance, condemnation or takings proceeds on account of such Casualty Loss,
      MLP shall promptly pay to HOLDINGS an amount equal to 40% of such
      proceeds.

     

    6.3 Access,
      Information and Access Indemnity. 

     

    (a) Prior
      to
      Closing, HOLDINGS will make available at HOLDINGS’ offices to MLP and MLP’s
      authorized representatives for examination as MLP may reasonably request, all
      Records; provided, however, such material shall not include (i) any proprietary
      data which relates to another business of HOLDINGS or its 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 HOLDINGS or its
      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,
      HOLDINGS shall permit MLP and MLP’s authorized representatives to consult with
      employees of HOLDINGS 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 HOLDINGS and its Affiliates have control. HOLDINGS 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 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 HOLDINGS 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 HOLDINGS may impose on contractors authorized to perform
      work
      on any property owned or operated by HOLDINGS. 

     

    6.4 Regulatory
      Filings.
      MLP and
      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.

     

    6.5 Limitation
      on Casualty Losses and Other Matters.
      Notwithstanding any provision herein to the contrary, if either HOLDINGS or
      MLP
      reasonably determines that the anticipated aggregate value of any Casualty
      Losses and a good faith estimate of HOLDINGS’ liability with respect to breaches
      of representations and warranties of which either HOLDINGS or MLP has provided
      notice to the other prior to Closing, exceeds $13,500,000, then such Party
      shall
      provide written notice to the other of such determination together with the
      notifying Party’s calculations of the estimated costs, payments, reductions and
      liabilities supporting such determination. Notwithstanding Section
      9.1(c),
      upon
      the other Party’s receipt of such notice, the Party receiving the notice shall
      have the right to terminate this Agreement at any time prior to Closing upon
      ten
      (10) days written notice to the other Party. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.6 Supplements
      to Exhibits and Schedules.
      HOLDINGS may, from time to time, by written notice to MLP at any time prior
      to
      the Closing Date, supplement or amend the Exhibits and Schedules to correct
      any
      matter that would constitute a breach of any representation or warranty of
      HOLDINGS herein contained. MLP shall have a minimum of five (5) Business Days
      to
      review such supplement or amendment and the Closing shall be extended as
      required to allow MLP to do so; provided, however, if MLP reasonably determines
      that any individual new disclosure item set forth in any such supplement or
      amendment would increase the amount of the Assumed Obligations by more than
      $50,000, then MLP shall notify HOLDINGS of such determination together with
      MLP’s calculations of such increase in the amount of the Assumed Obligations.
      Promptly upon HOLDINGS’ receipt of such written notice, the Parties shall
      endeavor in good faith to agree to a value to be paid by HOLDINGS to MLP
      therefore or other mutually agreeable remedy to address the matters which are
      the subject of such supplement(s) and amendment(s) to the Exhibits and
      Schedules. If within fifteen (15) days of HOLDINGS’ receipt of such written
      notice, the Parties have not agreed to a value to be paid by HOLDINGS to MLP
      therefore or another mutually agreeable remedy, MLP shall have the right to
      terminate this Agreement at any time during the five (5) Business Days following
      the expiration of such fifteen (15) day period by provision of written notice
      to
      HOLDINGS. Notwithstanding any other provision hereof, (a) if the Closing occurs,
      any such supplement or amendment will be effective to cure and correct for
      all
      purposes any breach of any representation or warranty that would have existed
      if
      such supplement or amendment had not been made and (b) HOLDINGS may, from time
      to time, by written notice to MLP at any time prior to the Closing Date, correct
      any representation or warranty with respect to matters that would constitute
      a
      breach of any representation or warranty of HOLDINGS herein contained if such
      representation or warranty relates to any or all of the Non-Operated Entities
      and is qualified by Knowledge.

     

    6.7 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 HOLDINGS
      may retain a copy of the Records to the extent such Records pertain to its
      obligations hereunder.

     

    6.8 Measurement
      and Valuation of Excess Inventory.
      Representatives of HOLDINGS and MLP shall jointly calculate the quantity and
      value of Excess Inventory in accordance with Schedule
      6.8,
      which
      value
      shall be deemed effective as of the Effective Time and will
      be
      reflected in Net Working Capital 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.9 Capital
      Projects. 

     

    (a) The
      Entities are currently constructing or participating in the construction of
      those capital projects described on Schedule
      6.9(a)
      (the
“Existing
      Capital Projects”).
      HOLDINGS or its Affiliates shall continue such construction of or participation
      in the Existing Capital Projects until the Effective Time, and, from and after
      the Effective Time until three years thereafter, HOLDINGS will reimburse
      (i) the JV on a monthly basis for any costs and expenses incurred by the JV
      to complete the Existing Capital Projects attributable to the JV Interest and
      (ii) the MLP on a monthly basis for 40% of any costs and expenses incurred
      by the Non-Operated Entities to complete the Existing Capital Projects
      attributable to the Interest and the Discovery Interest. 

     

    (b) Notwithstanding
      anything to the contrary, any other capital expenditures for projects or
      maintenance capital (but excluding capital expenditures related to the Existing
      Capital Projects, Casualty Losses or the matter described in Schedule
      6.9(c))
      (collectively, the “New
      Capital Projects”)
      incurred between March 15, 2007 and Closing and attributable to the Subject
      Interests shall be reimbursed by MLP to HOLDINGS as provided in Section
      2.2.

     

    (c) With
      respect to the East Texas Inlet Liquid Handling Facilities project, which is
      described in Schedule
      6.9(c),
      if all
      AFE’s (to the extent primarily related to this project) prepared and
      approved by HOLDINGS or the JV between the date hereof and five (5) years
      after the date hereof indicate that the JV's reasonable and quantifiable
      estimate of the aggregate project pre-tax internal rate of return (“IRR”)
      is (a)
      less than 10%, HOLDINGS will pay (outside of the JV) to the MLP 25% of the
      difference between the reasonable and quantifiable estimate of pre-tax IRR
      and
      10%, and (b) more than 10%, the MLP will pay (outside of the JV) to HOLDINGS
      25%
      of the difference between the reasonable and quantifiable estimate of pre-tax
      IRR and 10%. MLP and HOLDINGS shall each have the right to review and
      provide input regarding the reasonable and quantifiable estimate of the
      aggregate project IRR and associated assumptions.

     

    6.10 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
      6.10. 

     

    6.11 [Reserved.] 

     

    6.12 Tax
      Covenants. 

     

    (a) Preparation
      of Tax Returns.
      MIDSTREAM 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 Operated Entities for periods ending on or prior to the Closing
      Date, and shall pay all Taxes due with respect to such Tax Returns, to the
      extent not accrued in the Final Settlement Statement. MIDSTREAM shall pay all
      Taxes due with respect to the Tax Returns of the Non-Operated Entities for
      periods ending on or prior to the Closing Date to the extent not accrued in
      the
      Final Settlement Statement. The Parties shall cause the JV to prepare and file,
      or cause to be prepared and filed, all other Straddle Tax Returns required
      to be
      filed by the Operated Entities and also shall cause the JV to cause the Operated
      Entities to pay the Taxes shown to be due thereon; provided, however, that
      MIDSTREAM shall promptly reimburse the JV for the portion of such Tax that
      relates to a Pre-Closing Tax Period, to the extent not accrued in the Final
      Settlement Statement. MIDSTREAM shall furnish to the JV all information and
      records reasonably requested by the JV for use in preparation of any Straddle
      Tax Returns. The Parties shall cause the JV to allow MIDSTREAM 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,
      the
      Parties shall, unless prohibited by Law, cause the Operated Entities to close
      all Tax periods on the Closing Date, with MIDSTREAM 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 Operated Entities to close a Tax
      period on the Closing Date, except as otherwise provided in this Section
      6.12(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 Operated 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 the JV, MIDSTREAM and
      the
      Operated Entities shall be prepared consistently with such allocation.
      Notwithstanding anything to the contrary herein, any franchise Tax paid or
      payable with respect to the Operated 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.


     

    (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 MIDSTREAM to the extent not
      previously accrued in the Final Settlement Statement, and if Tax refunds or
      credits in excess of that accrued in the Final Settlement Statement are received
      by the JV or the Entities after the Closing Date, the Parties shall cause the
      JV
      to promptly notify MIDSTREAM of such refund or credit and pay over to MIDSTREAM
      the amount of such refund or credit net of any Tax liability imposed on the
      JV
      or the Operated Entities in connection with the receipt of such refund and,
      with
      respect to the Non-Operated Entities, MLP shall promptly notify and pay over
      to
      MIDSTREAM the amount of such refund or credit net of any Tax liability imposed
      on the Non-Operated Entities as to the interest to be transferred hereby).
      

     

    (d) Post-Closing
      Assistance.
      The
      Parties will each provide as applicable and also cause the JV to provide, and
      subsequent to the Closing, will cause the JV to in turn cause the Operated
      Entities to provide MIDSTREAM 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 Parties, as applicable,
      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
      6.12(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.
      MIDSTREAM will maintain, and the Parties will cause the JV to maintain, all
      Tax
      records, working papers and other supporting financial records and documents
      in
      their possession relating to the Tax Returns filed by Operated Entities for
      all
      open years. Such Tax Returns concerning the Operated Entities will be delivered
      to and maintained by MIDSTREAM for a period of seven years after the Closing,
      and MIDSTREAM will make the same available to the JV or its 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
      MIDSTREAM 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.
      MIDSTREAM 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. The Parties 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 the Parties cannot resolve
      the
      disputed allocation prior to such date, then the dispute shall be referred
      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 MIDSTREAM 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 MIDSTREAM and one-half by MLP. The Parties agree that
      all
      Tax Returns filed by the JV, MIDSTREAM, the Operated Entities and each of their
      Affiliates concerning the Operated Entities or the Assets shall be prepared
      consistently with the allocation concerning such Operated Entities determined
      under this Section
      6.12.
      

     

    (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 the JV, the Parties shall cause the JV to promptly inform
      MIDSTREAM in writing of such Tax Proceeding. MIDSTREAM shall have the right,
      at
      its expense to represent the interests of the JV, FCV and ELP (and, with respect
      to DPS and DGT, MLP shall similarly inform MIDSTREAM in writing of such Tax
      Proceeding and shall not object to MIDSTREAM representing its interests) and
      control the prosecution, defense and settlement of any Tax Proceeding relating
      exclusively to taxable periods ending on or before the Closing Date. MIDSTREAM
      shall represent, at its expense, the interests of the Operated 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)
      MIDSTREAM shall allow MLP and its counsel to participate in any such Tax
      Proceeding at MLP’s sole expense; (ii) MIDSTREAM shall keep MLP 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 MIDSTREAM under this
      Agreement or for which a refund may be available to MIDSTREAM, then MLP and
      MIDSTREAM 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.
      The
      Parties agree that, unless required by applicable Law, the JV shall not, and
      shall not cause or permit any of the JV, FCV or ELP (and, with respect to DPS
      or
      DGT, MLP shall not consent to DPS or DGT) 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 agree that MIDSTREAM has no obligation under this
      Agreement or otherwise to return or remit any refund or other Tax benefit
      attributable to a breach of the foregoing undertaking. 

     

    (i) Certain
      Elections.
      The
      Parties shall cause the JV to not make any Tax elections that would affect
      MIDSTREAM or any of its Affiliates (including the Operated Entities) for any
      taxable period (or portion thereof, determined under Section
      6.12(f))
      ending
      on or prior to the Closing Date.

     

    6.13 Financial
      Statements and Financial Records. 

     

    (a) On
      or
      before September 14, 2007, HOLDINGS shall prepare and deliver, or cause the
      preparation and delivery, to the MLP (i) balance sheets as of December 31,
      2006
      and 2005 with respect to the business of the JV and related combined income
      statements and cash flow statements with respect to the business of the JV
      for
      the years ended December 31, 2006, 2005 and 2004 (such statements, including
      the
      related notes and schedules thereto, are referred to herein as the “Annual
      Financial Statements”)
      and
      (ii) a balance sheet as of March 31, 2007, and the related combined income
      and
      cash flow statements for the interim period from January 1, 2007 through the
      date of such balance sheet and comparative income statements and cash flow
      statements for the comparable period in 2006 (the “Stub
      Period Financial Statements”),
      in
      each case in accordance with the requirements of Regulation S-X adopted by
      the
      SEC and, in the case of the Stub Period Financial Statements, on a basis
      consistent with the basis of presentation of the Annual Financial Statements
      (except to the extent of differences permitted by Regulation S-X with respect
      to
      financial statements for interim periods). The Annual Financial Statements
      and
      the Stub Period Financial Statements are collectively the “SEC
      Financial Statements.”
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) HOLDINGS
      shall consent to the inclusion or incorporation by reference of the SEC
      Financial Statements in any registration statement, report or other document
      of
      MLP or any of its Affiliates to be filed with the SEC in which MLP or such
      Affiliate reasonably determines that the SEC Financial Statements are required
      to be included or incorporated by reference to satisfy any rule or regulation
      of
      the SEC or to satisfy relevant disclosure obligations under the Securities
      Act
      of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
      HOLDINGS shall cause its auditors to consent to the inclusion or incorporation
      by reference of its audit opinion with respect to the Annual Financial
      Statements in any such registration statement, report or other document and,
      in
      connection therewith, HOLDINGS shall execute and deliver to its auditors such
      representation letters, in form and substance customary for representation
      letters provided to external audit firms by management of the company whose
      financial statements are the subject of an audit, as may be reasonably requested
      by its auditors.

     

    (c) HOLDINGS
      shall furnish to MLP within five (5) days of receipt copies of all audited
      balance sheets, statements of income, and statements of cash flow with respect
      to DPS that relate to years 2006 or 2007 that are provided after the date hereof
      to HOLDINGS or its Affiliates by the managing member of DPS.

     

    6.14 Insurance. 

     

    (a) MIDSTREAM
      shall continue to provide certain existing property and liability insurance
      coverage related to the Assets (the “Insurance”)
      and
      administer any insured claims asserted by MLP. The Insurance is 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 with respect to its interest. 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 with respect to its interest.

     

    (b) If
      after
      the Closing, any Entity receives any insurance recovery of amounts that are
      not
      reflected in the calculation of Net Working Capital and are attributable to
      any
      occurrence or loss prior to Closing, MLP shall pay to HOLDINGS within 30 days
      after the Entity receives such recovery, in the case of a recovery by the JV
      or
      its Subsidiaries, 25% of such recovery or in the case of a recovery by a
      Non-Operated Entity, 40% of such recovery.

     

    6.15 Consent
      to Transfer Hedge.
      Notwithstanding anything to the contrary, if prior to the Closing, HOLDINGS
      is unable to assign to MLP or its designee the Hedge due to transfer
      restrictions set forth therein, then such assignment shall not be made and
      it
      shall not constitute either a beach of this Agreement or an unsatisfied Closing
      condition, and the Parties will enter into arrangements to grant to MLP or
      its designee the equivalent benefits and impose on MLP the equivalent
      obligations in relation to such Hedge as if such assignment had been
      made. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VII

    CONDITIONS
      TO CLOSING

     

    7.1 HOLDINGS’
      Conditions.
      The
      obligation of HOLDINGS to close is subject to the satisfaction of the following
      conditions, any of which may be waived in 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 HOLDINGS or
      the
      Entities that restrains or prohibits the consummation of the transactions
      contemplated by this Agreement.

     

    (d) All
      of
      HOLDINGS’ Required Consents, MLP’s Required Consents, and consents under the
      Real Property Interests, Contracts and Permits shall have been
      obtained.

     

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

     

    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 in its sole discretion:

     

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

     

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

     

    (d) All
      of
      HOLDINGS’ Required Consents, MLP’s Required Consents, and consents under the
      Real Property Interests, Contracts and Permits shall have been obtained.


     

    (e) There
      shall have been no events or occurrences that could reasonably be expected
      to
      have a Material Adverse Effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    (g) HOLDINGS
      shall have delivered a signed endorsement to Chubb Environmental Site Liability
      Policy #3731-0090 that adds the JV and DETG as named insureds effective 12:01
      A.M. July 1, 2007.

     

    (h) MLP
      shall
      have received financial statements with respect to DPS that are satisfactory
      to
      MLP in its sole discretion.

     

    7.3 Exceptions.
      Notwithstanding the provisions of Sections
      7.1(a)
      and
(b)
      and
7.2(a)
      and
(b),
      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 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 HOLDINGS contained
      in
Article
      IV
      which
      are not true and all obligations, covenants and agreements which HOLDINGS has
      failed to perform, would reasonably be expected to have a Material Adverse
      Effect. 

     

    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 (a) a
      pre-closing at 9:00 a.m. on June 29, 2007 (at which the Transaction Documents
      and Officer’s Certificates will be executed) and (b) a final closing at 9:00
      a.m. Denver time on July 2, 2007 (unless such date is otherwise extended by
      either HOLDINGS or MLP as permitted hereunder); or on the last day of the month
      following the receipt of the consents required by Sections
      7.1(d)
      and
7.2(d)
      (if
      later than the foregoing specified date of 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) HOLDINGS,
      as applicable, will execute and deliver or cause to be executed and delivered
      to
      MLP:

     

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


     

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

     

    (b) MLP
      will
      execute and deliver or cause to be executed and delivered to
      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
      E,
      for the
      number of Units determined in accordance with Section
      2.1;

     

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

     

    ARTICLE
      IX

    TERMINATION

     

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

     

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

     

    (b) Either
      HOLDINGS or MLP by written notice to the other may terminate this Agreement
      if
      the Closing shall not have occurred on or before August 1, 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;

     

    (c) HOLDINGS
      and MLP may each terminate this Agreement at any time on or prior to the Closing
      if either MLP, on the one hand, or HOLDINGS, on the other hand, shall have
      materially breached any representations, warranties or covenants thereof herein
      contained with the sum of such breach or breaches reasonably expected to have
      a
      Material Adverse Effect and the same is not cured within thirty (30) days after
      receipt of written notice thereof from the applicable non-breaching Party;
      provided, however, that neither Party may terminate this Agreement if such
      Party
      is at such time in material breach of any representations, warranties or
      covenants of such Party; and

     

    (d) In
      addition to the foregoing, any Party may terminate this Agreement to the extent
      such termination is expressly authorized by another 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 HOLDINGS
      and its Affiliates, and all of its and their directors, officers, employees,
      partners, members, contractors, agents, and representatives (collectively,
      the
“HOLDINGS
      Indemnitees”)
      from
      and against any and all Losses asserted against, resulting from, imposed upon
      or
      incurred by any of the 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;
      and

     

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

     

    10.2 Indemnification
      by HOLDINGS.
      Effective upon Closing, 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:

     

    (a) the
      breach of any of the representations or warranties under Article
      IV
      (other
      than Sections
      4.1,
      4.2,
      4.16
      and
4.17),

     

    (b) subject
      to Section
      6.9,
      to the
      extent not accounted for in the Final Settlement Statement, Claims asserted
      within one (1) year after Closing to the extent related to underpayment of
      trade
      payables for periods prior to the Effective Time;

     

    (c) with
      respect to the Former UP Fuels Properties, Claims by Governmental Authorities
      asserted within two (2) years after Closing to the extent related to fines
      and
      penalties for periods between April 1, 1999 and Closing;

     

    (d) with
      respect to the Former Gulf South Properties, Claims by Governmental Authorities
      asserted within two (2) years after Closing to the extent related to fines
      and
      penalties for periods between March 31, 2005 and Closing;

     

    (e) to
      the
      extent and subject to any limitations provided therein, any matters set forth
      on
Schedule
      10.2(e);
      

     

    (f) the
      breach of any of the representations or warranties under Sections
      4.1,
      4.2,
      4.16
      and
4.17
      or the
      covenants or agreements of HOLDINGS contained in this Agreement;
      and

     

    (g) any
      Reserved Liabilities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.3 Deductibles,
      Caps, 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 HOLDINGS:

     

    (i) under
      Sections
      10.2(a)
      or
(b),
      none of
      the MLP Indemnitees shall be entitled to assert any right to indemnification
      after one (1) year from the Closing;

     

    (ii) under
      Section
      10.2(c)
      or
(d),
      none of
      the MLP Indemnitees shall be entitled to assert any right to indemnification
      after two (2) years from the Closing;

     

    (iii) none
      of
      the MLP Indemnitees shall be entitled to assert any right to indemnification
      unless the individual claim or series of related claims which arise out of
      substantially the same facts and circumstances exceeds $50,000 (“Qualified
      Claims”);
      

     

    (iv) under
      Section
      10.2(a),
      none of
      the MLP Indemnitees shall be entitled to assert any right to indemnification
      unless Qualified Claims for which indemnity in only provided under Section
      10.2(a)
      in the
      aggregate exceed $2,700,000, and then only to the extent that all such Qualified
      Claims exceed said amount; and 

     

    (v) under
      Section
      10.2(a),
      none of
      the MLP Indemnitees shall be entitled to indemnification for any amount in
      excess of $27,000,000. 

     

    (c) 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.


     

    (d) Notwithstanding
      anything contained herein to the contrary, in no event shall 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, if MLP had Knowledge thereof at Closing and
      failed to notify HOLDINGS of such breach prior to Closing. Unless 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 HOLDINGS.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) 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 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. 

     

    (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.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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, any requirement in any representation, warranty, covenant or agreement
      by 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 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 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 HOLDINGS INDEMNITEES OR MLP INDEMNITEES IS HELD LIABLE TO A THIRD
      PERSON FOR ANY SUCH DAMAGES AND THE INDEMNITOR IS OBLIGATED TO INDEMNIFY SUCH
      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.

     

    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 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.

     

    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: 

     

    (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.

     

    (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:

     

    
      	
              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

            
	
              HOLDINGS:

            	
              DCP
                Midstream, LP

              370
                - 17th Street, Suite 2500

              Denver,
                Colorado 80202

              Telephone:
                (303) 595-3331

              Facsimile:
                (303) 605-2226

              Attn:
                President

            
	
              with
                a copy to:

            	
              DCP
                Midstream, LP

              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 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.

     

    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 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]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	 	 
	 	DCP
              LP HOLDINGS, LP
	 
 	 
 	 
 
	 	By:  	/s/ Brian
              S. Frederick
	 	
               

              Name:  

              Title: 

            	
              
Brian
              S. Frederick
              Vice
                President, Planning and Corporate Development

            
	 	 


    

    
      


      
        	 	 	 
	 	DCP
                MIDSTREAM, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Brian
                S. Frederick
	 	
                 

                Name:  

                Title: 

              	
                
Brian
                S. Frederick
                Vice
                  President, Planning and Corporate Development

              
	 	 


      

      


      
        	 	 	 
	 	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: 


                Title:


              	
                
                  

                

                Greg
                  K. Smith

                Vice
                  President

              
	 	 


      

      


      
        	 	 	 
	 	DCP
                MIDSTREAM GP, LP
	 	 
	 	By:
                DCP Midstream GP, LLC, 
                Its
                  General Partner

              
	 
 	 
 	 
 
	 	By:  	/s/ Greg
                K. Smith
	 	
                 

                Name:  

                Title: 

              	
                
                  

                

                Greg K. Smith

                Vice President