Unassociated Document


    COMMON
      UNIT

    PURCHASE
      AGREEMENT

     

    BY
      AND AMONG

    DCP
      MIDSTREAM PARTNERS, LP

    AND

     

    


     

    THE
      PURCHASERS

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMMON
      UNIT PURCHASE AGREEMENT

     

    COMMON
      UNIT PURCHASE AGREEMENT, dated as of May 21, 2007 (this “Agreement”),
      by
      and among DCP Midstream Partners, LP, a Delaware limited partnership (the
“Partnership”),
      and
      each of the Purchasers listed in Schedule
      2.01
      attached
      hereto (each referred to herein as a “Purchaser”
and
      collectively, the “Purchasers”).

     

    WHEREAS,
      Gas Supply Resource Holdings, Inc. (“Buyer,”
and
      with the Partnership, the “Buyer
      Parties”),
      Momentum Energy Group Inc. (the “Company”),
      the
      sellers party thereto (the “Sellers,”
and
      with Company, the “Seller
      Parties”),
      entered into a Stock Purchase Agreement, dated May 21, 2007 (the “Purchase
      Agreement”),
      pursuant to which the Sellers will sell all of the outstanding capital stock
      of
      the Company, to the Buyer (the “Transaction”);

     

    WHEREAS,
      the Partnership and Buyer have entered into a Contribution Agreement, dated
      May
      21, 2007 (the “Contribution
      Agreement”)
      pursuant to which the Buyer will contribute to the Partnership its ownership
      interests in certain subsidiaries of the Company (the “Contributed
      Assets”)
      on or
      after the closing of the Transaction (the “Drop
      Down”);

     

    WHEREAS,
      the Partnership desires to fund a portion of the cash consideration for the
      Drop
      Down through the sale of Common Units in a private placement exempt from the
      registration requirements of the Securities Act (as defined herein), and the
      Purchasers desire to purchase such Common Units from the Partnership, each
      in
      accordance with the provisions of this Agreement; 

     

    WHEREAS,
      it is a condition to the obligations of the Purchasers hereunder that,
      concurrently with the closing of the issuance and sale of Common Units pursuant
      to this Agreement, the Partnership also close the Drop Down; and

     

    WHEREAS,
      the Partnership has agreed to provide Purchasers with certain registration
      rights with respect to the Purchased Units acquired pursuant to this
      Agreement.

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein and for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Partnership and each of the Purchasers,
      severally and not jointly, hereby agree as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01  Definitions.
      As used
      in this Agreement, and unless the context requires a different meaning, the
      following terms have the meanings indicated:

     

    “Action”
against
      a Person means any lawsuit, action, proceeding, investigation or complaint
      before any Governmental Authority, mediator or arbitrator.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Affiliate”
means,
      with respect to a specified Person, any other Person, whether now in existence
      or hereafter created, directly or indirectly controlling, controlled by or
      under
      direct or indirect common control with such specified Person. For purposes
      of
      this definition, “control” (including, with correlative meanings, “controlling,”
“controlled by,” and “under common control with”) means the power to direct or
      cause the direction of the management and policies of such Person, directly
      or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise.

     

    “Agreement”
shall
      have the meaning specified in the introductory paragraph.

     

    “Allocated
      Purchase Amount”
means
      with respect to each Purchaser, the dollar amount set forth opposite such
      Purchaser’s name under the heading Allocated Purchase Amount on Schedule
      2.01
      hereto.

     

    “Alternative
      Class”
shall
      have the meaning specified in Section
      5.07.

     

    “Assignment
      and Assumption Agreement”
shall
      have the meaning specified in Section 8.04(c).

     

    “Basic
      Documents”
means,
      collectively, this Agreement, the Registration Rights Agreement, the Purchase
      Agreement, the Contribution Agreement and any and all other agreements or
      instruments executed and delivered by the Parties on even date herewith or
      at
      Closing relating to the issuance and sale of the Purchased Units, or any
      amendments, supplements, continuations or modifications thereto. 

     

    “Board
      of Directors”
means
      the board of directors of the GP LLC.

     

    “Break-Up
      Fee”
means
      $500,000, to be paid to the Purchasers in accordance with the terms of
Section
      8.12(d).

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday, or a legal holiday for commercial banks
      in Denver, Colorado.

     

    “Buyer”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Buyer
      Parties”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Class C
      Units”
means
      the Class C Units of the Partnership representing limited partner interests
      therein.

     

    “Closing”
shall
      have the meaning specified in Section 2.02.
      

     

    “Closing
      Date”
shall
      have the meaning specified in Section 2.02.

     

    “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Common
      Units”
means
      the Common Units of the Partnership representing limited partner interests
      therein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Company”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Contributed
      Assets”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Contribution
      Agreement”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Credit
      Facilities”
means
      the Revolving Credit Agreement, dated December 7, 2005, between DCP
      Midstream Operating, LP and Wachovia Bank, National Association, as
      administrative agent for the lenders named therein, as amended by the First
      Amendment thereto, dated May 9, 2007, and the Bridge Loan Credit Agreement
      dated
      May 9, 2007, among DCP Midstream Operating, LP, DCP Midstream Partners, LP,
      Wachovia Bank, National Association and Lehman Brothers, Commercial
      Bank.

     

    “Delaware
      LLC Act”
means
      the Delaware Limited Liability Company Act.

     

    “Delaware
      LP Act”
means
      the Delaware Revised Uniform Limited Partnership Act.

     

    “Drop
      Down”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended from time to time, and the
      rules
      and regulations of the Commission promulgated thereunder. 

     

    “GAAP”
means
      generally accepted accounting principles in the United States of America in
      effect from time to time. 

     

    “General
      Partner”
means
      DCP Midstream GP, LP, a Delaware limited partnership.

     

    “Governmental
      Authority”
shall
      include the country, state, county, city and political subdivisions in which
      any
      Person or such Person’s Property is located or which exercises valid
      jurisdiction over any such Person or such Person’s Property, and any court,
      agency, department, commission, board, bureau or instrumentality of any of
      them
      and any monetary authorities that exercise valid jurisdiction over any such
      Person or such Person’s Property. Unless otherwise specified, all references to
      Governmental Authority herein shall mean a Governmental Authority having
      jurisdiction over, where applicable, the Partnership, its Subsidiaries or any
      of
      their Property or any of the Purchasers. 

     

    “GP
      LLC”
means
      DCP Midstream GP, LLC, a Delaware limited liability company.

     

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

     

    “Incentive
      Distribution Rights”
has
      the
      meaning specified for such term in the Partnership Agreement.

     

    “Indemnified
      Party”
shall
      have the meaning specified in Section 7.03.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Indemnifying
      Party”
shall
      have the meaning specified in Section 7.03.
      

     

    “Investor
      Purchase Amount”
shall
      have the meaning specified in Section
      5.02.

     

    “Law”
means
      any federal, state, local or foreign order, writ, injunction, judgment,
      settlement, award, decree, statute, law, rule or regulation.

     

    “Lien”
means
      any interest in Property securing an obligation owed to, or a claim by, a Person
      other than the owner of the Property, whether such interest is based on the
      common law, statute or contract, and whether such obligation or claim is fixed
      or contingent, and including but not limited to the lien or security interest
      arising from a mortgage, encumbrance, pledge, security agreement, conditional
      sale or trust receipt or a lease, consignment or bailment for security
      purposes.

     

    “Lock-Up
      Date”
means
      90 days from the Closing Date.

     

    “LTIP”
shall
      have the meaning specified in Section
      3.02(c).

     

    “NYSE”
shall
      mean The New York Stock Exchange.

     

    “NYSE
      Amendment”
shall
      have the meaning specified in Section
      5.07.

     

    “Partnership”
      shall
      have the meaning specified in the introductory paragraph.

     

    “Partnership
      Agreement”
means
      the Second Amended and Restated Agreement of Limited Partnership of the
      Partnership, dated as of November 1, 2006 as it may be further amended from
      time
      to time. 

     

    “Partnership
      Material Adverse Effect”
means
      any material and adverse effect on (i) the assets, liabilities, financial
      condition, business, operations, affairs or prospects of the Partnership and
      its
      Subsidiaries and the Contributed Assets, taken as a whole, (ii) the ability
      of
      the Partnership and its Subsidiaries, taken as a whole, to carry out their
      business as of the date of this Agreement or to meet their obligations under
      the
      Basic Documents on a timely basis, or (iii) the ability of the Partnership
      to
      consummate the issuance and sale of the Purchased Units. Notwithstanding the
      foregoing, a “Partnership Material Adverse Effect” shall not include any effect
      resulting or arising from: (a) any change in general economic conditions in
      the
      industries or markets in which the Partnership or its Subsidiaries operate
      that
      do not have a disproportionate impact on the Partnership and its Subsidiaries,
      taken as a whole; (b) any engagement in hostilities pursuant to a declaration
      of
      war, or the occurrence of any military or terrorist attack; (c) changes in
      GAAP
      or other accounting principles or (d) the consummation of the transactions
      contemplated hereby and in connection with the Transaction or the Drop
      Down.

     

    “Partnership
      Related Parties”
shall
      have the meaning specified in Section 7.02.

     

    “Party”
or
      “Parties”
means
      the Partnership and the Purchasers party to this Agreement, individually or
      collectively, as the case may be.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Person”
      means
      any
      individual, corporation, company, voluntary association, partnership, joint
      venture, trust, limited liability company, unincorporated organization or
      government or any agency, instrumentality or political subdivision thereof,
      or
      any other form of entity. 

     

    “Potential
      Investors”
shall
      have the meaning specified in Section
      5.02.

     

    “Property”
means
      any interest in any kind of property or asset, whether real, personal or mixed,
      or tangible or intangible. 

     

    “Purchase
      Agreement”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Purchased
      Units”
means
      the Common Units to be issued and sold to the Purchasers pursuant to this
      Agreement.

     

    “Purchaser”
and
      “Purchasers”
shall
      have the meaning specified in the introductory paragraph.

     

    “Purchaser
      Material Adverse Effect”
means
      any material and adverse effect on (i) the ability of a Purchaser to meet its
      obligations under the Purchase Agreement on a timely basis or (ii) the
      ability of a Purchaser to consummate the transactions under the Purchase
      Agreement.

     

    “Purchaser
      Related Parties”
shall
      have the meaning specified in Section 7.01.

     

    “Purchasers”
shall
      have the meaning specified in the introductory paragraph. 

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, substantially in the form attached to this
      Agreement as Exhibit
      A,
      to be
      entered into at the Closing, among the Partnership and the
      Purchasers.

     

    “Representatives”
of
      any
      Person means the Affiliates, control persons, officers, directors, employees,
      agents, counsel, investment bankers and other representatives of such
      Person.

     

    “SEC
      Documents”
shall
      have the meaning specified in Section 3.03

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time, and the rules and
      regulations of the Commission promulgated thereunder.

     

    “Seller
      Parties”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Sellers”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Subordinated
      Units”
has
      the
      meaning specified for such term in the Partnership Agreement.

     

    “Subsidiary”
means,
      as to any Person, any corporation or other entity of which at least a majority
      of the outstanding equity interest having by the terms thereof ordinary voting
      power to elect a majority of the board of directors of such corporation or
      other
      entity is at the time directly or indirectly owned or controlled by such Person
      or one or more of its Subsidiaries.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Transaction”
shall
      have the meaning specified in the recitals to this Agreement.

     

    “Unitholders”
means
      the Unitholders of the Partnership (within the meaning of the Partnership
      Agreement).

     

    Section
      1.02  Accounting
      Procedures and Interpretation.
      Unless
      otherwise specified in this Agreement, all accounting terms used herein shall
      be
      interpreted, all determinations with respect to accounting matters under this
      Agreement shall be made, and all financial statements and certificates and
      reports as to financial matters required to be furnished to the Purchasers
      under
      this Agreement shall be prepared, in accordance with GAAP applied on a
      consistent basis during the periods involved (except, in the case of unaudited
      statements, as permitted by Form 10-Q promulgated by the Commission) and in
      compliance as to form in all material respects with applicable accounting
      requirements and with the published rules and regulations of the Commission
      with
      respect thereto. 

     

    ARTICLE
      II

    SALE
      AND PURCHASE 

     

    Section
      2.01  Sale
      and Purchase.

     

    (a)  Sale
      and Purchase.
      Subject
      to the terms and conditions of this Agreement, at the Closing, the Partnership
      hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby
      agrees, severally and not jointly, to purchase from the Partnership, the number
      of Purchased Units determined pursuant to paragraph (b) below of this
Section
      2.01,
      and
      each Purchaser agrees to pay the Partnership the Purchase Price for each
      Purchased Unit, in each case, as set forth in paragraph (c) below of this
Section
      2.01.
      The
      obligation of each Purchaser under this Agreement is independent of the
      obligation of each other Purchaser, and the failure or waiver of performance
      with respect to any Purchaser does not excuse performance by any other
      Purchaser.

     

    (b)  Common
      Units.
      The
      number of Purchased Units to be issued and sold to each Purchaser shall be
      equal
      to the quotient determined by dividing (i) the Allocated Purchase Amount for
      such Purchaser by (ii) the Purchase Price (as defined in Section
      2.01(c)
      below),
      which quotient shall be rounded, if necessary, up or down to the nearest whole
      number.

     

    (c)  Consideration.
      The
      amount per Common Unit each Purchaser will pay to the Partnership to purchase
      the Purchased Units (the “Purchase
      Price”)
      shall
      be $42.00. 

     

    Section
      2.02  Closing.
      The
      execution and delivery of the Basic Documents (other than this Agreement),
      the
      delivery of certificates representing the Purchased Units and the execution
      and
      delivery of all other instruments, agreements, and other documents required
      by
      this Agreement (the “Closing”)
      shall
      take place concurrently with the closing of the Drop Down, subject to
      satisfaction or waiver of all of the conditions to each of the respective
      Parties’ obligations to consummate the purchase and sale of the Purchased Units
      hereunder (such date, the “Closing
      Date”).
      The
      Closing shall take place at the offices of Vinson & Elkins, L.L.P., 2500
      Fannin St., Suite 2500, Houston, Texas 77002.

    


    Section
      2.03  Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      respective obligations of each Purchaser under this Agreement and the
      Registration Rights Agreement are several and not joint with the obligations
      of
      any other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under this Agreement.
      The
      failure or waiver of performance under this Agreement or the Registration Rights
      Agreement by any Purchaser, or on its behalf, does not excuse performance by
      any
      other Purchaser. Nothing contained herein or in the Registration Rights
      Agreement, and no action taken by any Purchaser pursuant thereto, shall be
      deemed to constitute the Purchasers as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Purchasers
      are in any way acting in concert or as a group for purposes of Section 13(d)
      of
      the Exchange Act with respect to such obligations or the transactions
      contemplated by this Agreement or the Registration Rights Agreement. Each
      Purchaser shall be entitled to independently protect and enforce its rights,
      including the rights arising out of this Agreement or the Registration Rights
      Agreement, and it shall not be necessary for any other Purchaser to be joined
      as
      an additional party in any proceeding for such purpose.

     

    ARTICLE
      III  

    REPRESENTATIONS
      AND WARRANTIES OF THE
      PARTNERSHIP

    


    The
      Partnership represents and warrants to the Purchasers as follows:

     

    Section
      3.01  Existence
      of
      Partnership and its Subsidiaries.

     

    (a)  The
      Partnership: (i) is a limited partnership duly organized, validly existing
      and in good standing under the Laws of the State of Delaware; (ii) has the
      requisite limited partnership power and authority, and has all governmental
      licenses, authorizations, consents and approvals, necessary to own, lease,
      use
      and operate its Properties and carry on its business as its business is now
      being conducted as described in the SEC Documents and will have, at the Closing,
      the requisite limited partnership power and authority, and all governmental
      licenses, authorizations, consents and approvals, necessary to own, lease,
      use
      and operate its Properties and carry on its business as its business will be
      conducted following the Drop Down, except where the failure to obtain such
      licenses, authorizations, consents and approvals would not reasonably be
      expected to have a Partnership Material Adverse Effect; and (iii) is
      qualified to do business in all jurisdictions in which the nature of the
      business conducted by it makes such qualifications necessary, except where
      failure so to qualify would not reasonably be expected to have a Partnership
      Material Adverse Effect. The Partnership is not in
      material violation of its certificate of limited partnership or the Partnership
      Agreement.

     

    (b)  Each
      of
      the Partnership’s Subsidiaries has been duly formed and is validly existing and
      in good standing under the laws of the State or other jurisdiction of its
      organization and has the requisite power and authority, and has all governmental
      licenses, authorizations, consents and approvals necessary, to own, lease,
      use
      or operate its respective Properties and carry on its business as now being
      conducted and will have, at the Closing, the requisite power and authority,
      and
      all governmental licenses, authorizations, consents and approvals necessary,
      to
      own, lease, use or operate its respective Properties and carry on its business
      as its business will be conducted following the Drop Down, except where the
      failure to obtain such licenses, authorizations, consents and approvals would
      not be reasonably likely to have a Partnership Material Adverse Effect. Each
      of
      the Partnership’s Subsidiaries is duly qualified or licensed and in good
      standing as a foreign limited partnership or limited liability company, as
      applicable, and is authorized to do business in each jurisdiction in which
      the
      ownership or leasing of its respective Properties or the character of its
      respective operations makes such qualification necessary, except where the
      failure to obtain such qualification, license, authorization or good standing
      would not be reasonably likely to have a Partnership Material Adverse Effect.
      None of such Subsidiaries is
      in
      material violation of its certificate or agreement of limited partnership,
      certificate of formation or limited liability company agreement or other
      organizational documents.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Section
      3.02  Purchased
      Units, Capitalization and Valid Issuance.

     

    (a)  A
      true
      and correct copy of the Partnership Agreement, as amended through the date
      hereof, has been filed by the Partnership with the Commission as Exhibit 3.1
      to
      the Partnership’s Current Report on Form 8-K (File No. 001-32678) filed on
      November 7, 2006. The Purchased Units shall have those rights, preferences,
      privileges and restrictions governing the Common Units as reflected in the
      Partnership Agreement.

     

    (b)  As
      of the
      date of this Agreement and prior to the sale of the Purchased Units contemplated
      by this Agreement, the issued and outstanding limited partner interests of
      the
      Partnership consist of 10,357,143 Common Units, 200,312 Class C
      Units, 7,142,857 Subordinated Units and the Incentive Distribution Rights
      and the only issued and outstanding general partner interests are the
      361,231 general partner units, representing the General Partner’s 2%
      general partner interest. All of the outstanding Common Units, Class C Units,
      Subordinated Units and Incentive Distribution Rights have been duly authorized
      and validly issued in accordance with applicable Law and the Partnership
      Agreement and are fully paid (to the extent required under applicable Law and
      the Partnership Agreement) and nonassessable (except as such nonassessability
      may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
      The general partner interests have been duly authorized and validly issued
      in
      accordance with the Partnership Agreement.

     

    (c)  Other
      than the General Partner’s Long-Term Incentive Plan (the “LTIP”),
      the
      Partnership has no equity compensation plans that contemplate the issuance
      of
      Common Units (or securities convertible into or exchangeable for Common Units).
      No indebtedness having the right to vote (or convertible into or exchangeable
      for securities having the right to vote) on any matters on which the Unitholders
      may vote is issued or outstanding. Except as have been granted pursuant to
      the
      LTIP, as contemplated by this Agreement, or as are contained in or contemplated
      by the Partnership Agreement, there are no outstanding or authorized (i)
      options, warrants, preemptive rights, subscriptions, calls, convertible or
      exchangeable securities or other rights, agreements, claims or commitments
      of
      any character obligating the Partnership or any of its Subsidiaries to issue,
      transfer or sell any limited partner interests or other equity interests in,
      the
      Partnership or any of its Subsidiaries or securities convertible into or
      exchangeable for such limited partner interests or other equity interests,
      (ii)
      obligations of the Partnership or any of its Subsidiaries to repurchase, redeem
      or otherwise acquire any limited partner interests or other equity interests
      of
      the Partnership or any of its Subsidiaries or any such securities or agreements
      listed in clause (i) of this sentence or (iii) voting trusts or similar
      agreements to which the Partnership or any of its Subsidiaries is a party with
      respect to the voting of the equity interests of the Partnership or any of
      its
      Subsidiaries. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (d)  (i)
      All
      of the issued and outstanding equity interests of each of the Partnership’s
      Subsidiaries are owned, directly or indirectly, by the Partnership free and
      clear of any Liens (except for such restrictions as may exist under applicable
      Law and except for such Liens as may be imposed pursuant to the Credit
      Facilities and any other credit agreements entered into after the date hereof
      in
      the ordinary course of business, to which the Partnership or any of the
      Subsidiaries are party), and all such ownership interests have been duly
      authorized, validly issued and are fully paid (to the extent required by
      applicable Law and the organizational documents of such Subsidiaries) and
      non-assessable (except as nonassessability may be affected by Sections 17-303,
      17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of
      the
      Delaware LLC Act, as applicable, or the organizational documents of such
      Subsidiaries) and (ii) except as disclosed in the Partnership’s SEC Documents,
      neither the Partnership nor any of its Subsidiaries owns any shares of capital
      stock or other securities of, or interest in, any other Person, or is obligated
      to make any capital contribution to or other investment in any other Person
      other than such Subsidiaries. 

     

    (e)  The
      offer
      and sale of the Purchased Units and the limited partner interests represented
      thereby have been duly authorized by the Partnership pursuant to the Partnership
      Agreement and, when issued and delivered to the Purchasers against payment
      therefor in accordance with the terms of this Agreement, will be validly issued,
      fully paid (to the extent required by applicable Law and the Partnership
      Agreement) and nonassessable (except as such nonassessability may be affected
      by
      Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free
      of
      any and all Liens and restrictions on transfer, other than restrictions on
      transfer under the Partnership Agreement and under applicable state and federal
      securities Laws and other than such Liens as are created by the Purchasers.
      

     

    (f)  The
      Partnership’s currently outstanding Common Units are quoted on the NYSE, and the
      Partnership has not received any notice of delisting. 

     

    (g)  Except
      (i) as set forth in the Partnership Agreement, (ii) as provided in the Basic
      Documents or (iii) for existing awards under the LTIP, there are no preemptive
      rights or other rights to subscribe for or to purchase, nor any restriction
      upon
      the voting or transfer of, any partnership or membership interests of the
      Partnership or any of its Subsidiaries, in each case, pursuant to any agreement
      or instrument to which any of such entities is a party or by which any one
      of
      them may be bound. None of the execution of this Agreement, the offering or
      sale
      of the Purchased Units or the registration of the Purchased Units pursuant
      to
      the Registration Rights Agreement gives rise to any rights for or relating
      to
      the registration of any Common Units or other securities of the Partnership
      other than pursuant to the Registration Rights Agreement and those rights
      granted to the General Partner or any of its Affiliates (as such term is defined
      in the Partnership Agreement) under Section 7.12 of the Partnership
      Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Section
      3.03  SEC
      Documents.
      The
      Partnership has filed with the Commission all reports, schedules and statements
      required to be filed by it under the Exchange Act since December 31, 2006
      (all such documents filed on or prior to the date of this Agreement,
      collectively, the “SEC
      Documents”).
      The
      SEC Documents, including any audited or unaudited financial statements and
      any
      notes thereto or schedules included therein, at the time filed, (except to
      the
      extent corrected by a subsequently filed SEC Document filed prior to the date
      of
      this Agreement) (i)  complied as to form in all material respects with
      applicable requirements of the Exchange Act and the applicable accounting
      requirements and with the published rules and regulations of the Commission
      with
      respect thereto, (ii) were prepared in accordance with GAAP applied on a
      consistent basis during the periods involved (except as may be indicated in
      the
      notes thereto or, in the case of unaudited statements, as permitted by
      Form 10-Q of the Commission) and (iii) fairly present (subject in the case
      of unaudited statements to normal, recurring and year-end audit adjustments)
      in
      all material respects the consolidated financial position of the Partnership
      as
      of the dates thereof and the consolidated results of its operations and cash
      flows for the periods then ended. Deloitte & Touche LLP is an independent
      registered public accounting firm with respect to the Partnership and has not
      resigned or been dismissed.

     

    Section
      3.04  No
      Material Adverse Change.
      Except
      as set forth in or contemplated by the SEC Documents and except for the Drop
      Down, since December 31, 2006, the Partnership and its Subsidiaries have
      conducted their business in the ordinary course, consistent with past practice,
      and there has been no (i) change that has had or would reasonably be expected
      to
      have a Partnership Material Adverse Effect, (ii) acquisition or disposition
      of
      any material asset by the Partnership or any of its Subsidiaries or any contract
      or arrangement therefor, otherwise than for fair value in the ordinary course
      of
      business, (iii) material change in the Partnership’s accounting principles,
      practices or methods or (iv) incurrence of material indebtedness. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Section
      3.05  No
      Conflicts.
      The
      execution, delivery and performance by the Partnership of the Basic Documents
      to
      which it is a party and all other agreements and instruments to be executed
      and
      delivered by the Partnership pursuant thereto or in connection therewith, and
      compliance by the Partnership with the terms and provisions thereof, do not
      and
      will not (a) violate any provision of any Law, governmental permit,
      determination or award having applicability to the Partnership or any of its
      Subsidiaries or any of their respective Properties, (b) conflict with or
      result in a violation of any provision of the organizational documents of the
      Partnership or any of its Subsidiaries, (c) require any consent, approval
      or notice under or result in a violation or breach of or constitute (with or
      without due notice or lapse of time or both) a default (or give rise to any
      right of termination, cancellation or acceleration) under any note, bond,
      mortgage, license, loan or credit agreement or other instrument, obligation
      or
      agreement to which the Partnership or any of its Subsidiaries is a party or
      by
      which the Partnership or any of its Subsidiaries or any of their respective
      Properties may be bound or (d) result in or require the creation or
      imposition of any Lien upon or with respect to any of the Properties now owned
      or hereafter acquired by the Partnership or any of its Subsidiaries, except
      in
      the cases of clauses
      (a),
      (c)
      and
(d)
      where
      such violation, default, breach, termination, cancellation, failure to receive
      consent or approval, or acceleration with respect to the foregoing provisions
      of
      this Section 3.05
      would
      not, individually or in the aggregate, reasonably be expected to have a
      Partnership Material Adverse Effect. 

     

    Section
      3.06  Authority.
      The
      Partnership has all necessary limited partnership power and authority to
      execute, deliver and perform its obligations under the Basic Documents to which
      it is a party and to consummate the transactions contemplated thereby; the
      execution, delivery and performance by the Partnership of the Basic Documents
      to
      which it is a party, and the consummation of the transactions contemplated
      thereby have been duly authorized by all necessary action on its part; and
      the
      Basic Documents will constitute the legal, valid and binding obligations of
      Partnership (subject to any Unitholder approval required pursuant to Section
      5.07), enforceable in accordance with their terms, except as such enforceability
      may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws
      affecting creditors’ rights generally or by general principles of equity,
      including principles of commercial reasonableness, fair dealing and good faith.
      

     

    Section
      3.07  Approvals.
      Except
      as required by the Commission in connection with the Partnership’s obligations
      under the Registration Rights Agreement, the filing and waiting period
      requirements under the HSR Act relating to the Drop Down and any Unitholder
      approval required pursuant to Section 5.07, no authorization, consent, approval,
      waiver, license, qualification or written exemption from, nor any filing,
      declaration, qualification or registration with, any Governmental Authority
      or
      any other Person is required in connection with the execution, delivery or
      performance by the Partnership of any of the Basic Documents to which it is
      a
      party or the Partnership’s issuance and sale of the Purchased Units, except (i)
      as may be required under the state securities or “Blue Sky” Laws, or (ii) where
      the failure to receive such authorization, consent, approval, waiver, license,
      qualification or written exemption or to make such filing, declaration,
      qualification or registration would not, individually or in the aggregate,
      reasonably be expected to have a Partnership Material Adverse Effect.


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Section
      3.08  Insurance.
      The
      Partnership is insured by insurers of recognized financial responsibility
      covering its properties, operations, personnel and businesses against such
      losses and risks and in such amounts as are reasonably adequate to protect
      the
      Partnership in the business in which the Partnership is engaged. The Partnership
      does not have any reason to believe that it will not be able to renew its
      existing insurance coverage as and when such coverage expires or to obtain
      similar coverage from similar insurers as may be necessary to continue its
      business.

     

    Section
      3.09  Execution
      and Sufficiency of Contribution Agreement.
      The
      Partnership has, prior to or contemporaneously with entering into this
      Agreement, entered into the Contribution Agreement. The consummation of the
      transactions contemplated by the Contribution Agreement will be legally
      sufficient to transfer or convey to the Partnership all of the Buyer’s right,
      title and interest in the Contributed Assets, subject to the conditions,
      reservations and limitations contained in the Contribution
      Agreement.

     

    Section
      3.10  MLP
      Status.
      The
      Partnership has, for each taxable year beginning after December 31, 2005
      during which the Partnership was in existence, met the gross income requirements
      of Section 7704(c)(2) of the Internal Revenue Code of 1986, as
      amended.

     

    Section
      3.11  Investment
      Company Status.
      The
      Partnership is not now, and after the sale of the Purchased Units and the
      application of the net proceeds from such sale will not be an “investment
      company” or a company “controlled by” an “investment company” within the meaning
      of the Investment Company Act of 1940, as amended.

     

    Section
      3.12  Offering.
      Assuming the accuracy of the representations and warranties of the Purchasers
      contained in this Agreement and in any Assignment and Assumption Agreement
      delivered pursuant to Section 8.04(c), the sale and issuance of the Purchased
      Units pursuant to this Agreement is exempt from the registration requirements
      of
      the Securities Act, and neither the Partnership nor, to the Partnership’s
      knowledge, any authorized Representative acting on its behalf has taken or
      will
      take any action hereafter that would cause the loss of such
      exemption.

     

    Section
      3.13  No
      Integrated Offering

     

    .
      Neither
      the Partnership nor any of its Affiliates, nor, to the Partnership’s knowledge,
      any Person acting on its or their behalf has, directly or indirectly, made
      any
      offers or sales of any security of the Partnership or solicited any offers
      to
      buy any security, under circumstances that would adversely affect reliance
      by
      the Partnership on Section 4(2) of the Securities Act for the exemption from
      the
      registration requirements imposed under Section 5 of the Securities Act for
      the
      transactions contemplated hereby or that would require such registration under
      the Securities Act.

     

    Section
      3.14  Certain
      Fees.
      No fees
      or commissions are or will be payable by the Partnership to brokers, finders
      or
      investment bankers with respect to the sale of any of the Purchased Units or
      the
      consummation of the transactions contemplated by this Agreement. The Purchasers
      shall not be liable for any such fees or commissions. 

     

    Section
      3.15  No
      Side Agreements.
      Except
      for the confidentiality agreements described in Section
      8.06
      and the
      Basic Documents, there are no other agreements by, among or between the
      Partnership or its Affiliates, on the one hand, and any of the Purchasers or
      their Affiliates, on the other hand, with respect to the transactions
      contemplated hereby nor promises or inducements for future transactions between
      or among any of such parties.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Section
      3.16  Form
      S-3 Eligibility.
      The
      Partnership is eligible to register the Purchased Units for resale by the
      Purchasers on a registration statement on Form S-3 under the Securities
      Act.

     

    Section
      3.17  Compliance
      with Laws.
      Neither
      the Partnership nor any of its Subsidiaries is in violation of any Law
      applicable to the Partnership or its Subsidiaries, except as would not,
      individually or in the aggregate, have a Partnership Material Adverse Effect.
      The Partnership and its Subsidiaries possess all certificates, authorizations
      and permits issued by the appropriate regulatory authorities necessary to
      conduct their respective businesses, except where the failure to possess such
      certificates, authorizations or permits would not have, individually or in
      the
      aggregate, a Partnership Material Adverse Effect, and neither the Partnership
      nor any such Subsidiary has received any notice of proceedings relating to
      the
      revocation or modification of any such certificate, authorization or permit,
      except where such potential revocation or modification would not have,
      individually or in the aggregate, a Partnership Material Adverse
      Effect.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF EACH PURCHASER

     

    Each
      Purchaser, severally and not jointly, represents and warrants to the Partnership
      with respect to itself as follows:

     

    Section
      4.01  Valid
      Existence.
      Such
      Purchaser (i) is duly organized, validly existing and in good standing
      under the Laws of its respective jurisdiction of organization and (ii) has
      the requisite power, and has all material governmental licenses, authorizations,
      consents and approvals necessary to own its Properties and carry on its business
      as its business is now being conducted, except where the failure to obtain
      such
      licenses, authorizations, consents and approvals would not reasonably be
      expected to have a Purchaser Material Adverse Effect.

     

    Section
      4.02  No
      Conflicts.
      The
      execution, delivery and performance by such Purchaser of this Agreement and
      the
      Registration Rights Agreement and all other agreements and instruments to be
      executed and delivered by such Purchaser pursuant hereto or thereto or in
      connection herewith or therewith, compliance by such Purchaser with the terms
      and provisions hereof and thereof, and the purchase of the Purchased Units
      by
      such Purchaser do not and will not (a) violate any provision of any Law,
      governmental permit, determination or award having applicability to such
      Purchaser or any of its Properties, (b) conflict with or result in a
      violation of any provision of the organizational documents of such Purchaser,
      or
      (c) require any consent (other than standard internal consents), approval
      or notice under or result in a violation or breach of or constitute (with or
      without due notice or lapse of time or both) a default (or give rise to any
      right of termination, cancellation or acceleration) under any note, bond,
      mortgage, license, loan or credit agreement or other instrument or agreement
      to
      which such Purchaser is a party or by which such Purchaser or any of its
      Properties may be bound, except in the case of clauses (a) and (c), where such
      violation, default, breach, termination, cancellation, failure to receive
      consent or approval, or acceleration with respect to the foregoing provisions
      of
      this Section 4.02
      would
      not, individually or in the aggregate, reasonably be expected to have a
      Purchaser Material Adverse Effect.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Section
      4.03  Investment.
      The
      Purchased Units are being acquired for such Purchaser’s own account, or the
      accounts of clients for whom such Purchaser exercises discretionary investment
      authority, not as a nominee or agent, and with no present intention of
      distributing the Purchased Units or any part thereof, and such Purchaser has
      no
      present intention of selling or granting any participation in or otherwise
      distributing the same in any transaction in violation of the securities Laws
      of
      the United States of America or any state. If such Purchaser should in the
      future decide to dispose of any of the Purchased Units, such Purchaser
      understands and agrees (a) that it may do so only (i) in compliance
      with the Securities Act and applicable state securities law, as then in effect,
      or (ii) in the manner contemplated by any registration statement pursuant
      to which such securities are being offered, and (b) that stop-transfer
      instructions to that effect will be in effect with respect to such securities.
      

     

    Section
      4.04  Nature
      of Purchaser.
      Such
      Purchaser represents and warrants to, and covenants and agrees with, the
      Partnership that, (a) it is an “accredited investor” (within the meaning of
      Rule 501(a) under the Securities Act), (b) by reason of its business
      and financial experience it has such knowledge, sophistication and experience
      in
      business and financial matters so as to be capable of evaluating the merits
      and
      risks of the prospective investment in the Purchased Units, is able to bear
      the
      economic risk of such investment and, at the present time, would be able to
      afford a complete loss of such investment and (c) it is acquiring the
      Purchased Units purchased by it only for its own account and not for the account
      of others, for investment purposes and not on behalf of any other account or
      Person or with a view to, or for offer or sale in connection with, any
      distribution thereof. Purchaser is not an entity formed for the specific purpose
      of acquiring the Purchased Units.

     

    Section
      4.05  Receipt
      of Information.
      Such
      Purchaser acknowledges that it (a) has access to the SEC Documents and (b)
      has
      been provided a reasonable opportunity to ask questions of and receive answers
      from Representatives of the Partnership regarding such matters, including with
      respect to the Drop Down. 

     

    Section
      4.06  Restricted
      Securities.
      Such
      Purchaser understands that the Purchased Units it is purchasing are
      characterized as “restricted securities” under the federal securities Laws
      inasmuch as they are being acquired from the Partnership in a transaction not
      involving a public offering and that under such Laws and applicable regulations
      such securities may be resold without registration under the Securities Act
      only
      in certain limited circumstances. In this connection, such Purchaser represents
      that it is knowledgeable with respect to Rule 144 of the Commission
      promulgated under the Securities Act. 

     

    Section
      4.07  Certain
      Fees.
      No fees
      or commissions will be payable by such Purchaser to brokers, finders, or
      investment bankers with respect to the sale of any of the Purchased Units or
      the
      consummation of the transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Section
      4.08  Legend.
      It is
      understood that the certificates evidencing the Purchased Units will bear the
      following legend: 

     

    “These
      securities have not been registered under the Securities Act of 1933, as amended
      (the “Securities Act”), or the securities laws of any state or other
      jurisdiction. These securities may not be sold, offered for sale, pledged or
      hypothecated except pursuant to an effective registration statement under the
      Securities Act or pursuant to an exemption from registration thereunder, in
      each
      case in accordance with all applicable securities laws of the states or other
      jurisdictions, and in the case of a transaction exempt from registration, such
      securities may only be transferred if the transfer agent for such securities
      has
      received documentation satisfactory to it that such transaction does not require
      registration under the Securities Act.”

     

    Section
      4.09  Reliance
      on Exemptions.
      Purchaser understands that the Purchased Units are being offered and sold to
      Purchaser in reliance upon specific exemptions from the registration
      requirements of United States federal and state securities laws and that the
      Partnership is relying upon the truth and accuracy of, and Purchaser’s
      compliance with, the representations, warranties, agreements, acknowledgments
      and understandings of Purchaser set forth herein in order to determine the
      availability of such exemptions and the eligibility of Purchaser to acquire
      the
      Purchased Units.

     

    Section
      4.10  Reliance
      on Purchaser Statements. Purchaser acknowledges that the Partnership and others
      will rely on the acknowledgments, understandings, agreements, representations
      and warranties contained in this Agreement.

     

    ARTICLE
      V

    COVENANTS

     

    Section
      5.01  Purchaser
      Lock-Ups.
      

     

    (a)  Without
      the prior written consent of the Partnership, each Purchaser agrees that from
      and after the date of this Agreement until Closing, neither such Purchaser
      nor
      any of its Affiliates will offer, sell, pledge or otherwise transfer or dispose
      of any Common Units or enter into any transaction or device designed to do
      the
      same.

     

    (b)  Without
      the prior written consent of the Partnership, each Purchaser agrees that from
      and after the Closing it will not sell any of its Purchased Units prior to
      the
      Lock-Up
      Date.

     

    Section
      5.02  Subsequent
      Private Offerings.
      From
      the date of this Agreement and until the Closing Date, the Partnership shall
      not
      grant, issue or sell any Common Units or other equity or voting securities
      of
      the Partnership or any securities convertible into or exchangeable therefor
      (the
“Partnership
      Securities”),
      or
      take any other action that may result in the issuance of any of the foregoing,
      in a private offering at a price less than $41.00 per unit without the written
      consent of the holders of a majority of the Purchased Units; provided,
      however,
      that no
      such consent shall be required in respect of (i) the issuance of awards pursuant
      to the LTIP, the issuance of Common Units upon the exercise of options to
      purchase Common Units granted pursuant to the LTIP or the issuance of Common
      Units upon the vesting of “phantom units” granted pursuant to the LTIP, (ii) the
      issuance of Common Units as purchase price consideration to DCP Midstream LLC
      in
      connection with future acquisitions that are accretive to cash flow per Common
      Unit, (iii) the issuance of Partnership Securities to the General Partner in
      order for the General Partner to maintain its 2% general partner interest in
      the
      Partnership or (iv) private offerings pursuant to which Lehman Brothers MLP
      Opportunity Fund L.P. and Banc of America Capital Investors V, L.P. (the
“Potential
      Investors”)
      are
      offered the opportunity to participate in such private offering on the same
      terms as all other participants in such private offering and in an amount (the
      “Investor
      Purchase Amount”)
      that
      is, in the aggregate, no less than the largest amount that will be invested
      by a
      purchaser (that is not also a Purchaser under this Agreement) participating
      in
      such private offering. For the purposes of the preceding sentence, the Investor
      Purchase Amount shall be allocated to each of the Potential Investors on a
      pro
      rata basis. The pro rata allocation for each such Potential Investor shall
      be
      the number of Purchased Units that such Potential Investor shall have purchased
      or is entitled to purchase under this Agreement divided by the total number
      of
      Purchased Units that the Potential Investors, as a whole, have purchased or
      are
      entitled to purchase under this Agreement. Each of the Potential Investors
      participating in a particular offering shall have the opportunity to share
      pro
      rata that portion of the Investor Purchase Amount allocable to any Potential
      Investor not so participating. Notwithstanding the foregoing, the Partnership
      shall not, and shall cause its directors, officers and Affiliates not to, sell,
      offer for sale or solicit offers to buy any security (as defined in the
      Securities Act) that would be integrated with the sale of the Purchased Units
      in
      a manner that would require the registration under the Securities Act of the
      sale of the Purchased Units to the Purchasers.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Section
      5.03  Taking
      of Necessary Action.
      Each of
      the Parties hereto shall use its commercially reasonable efforts promptly to
      take or cause to be taken all action and promptly to do or cause to be done
      all
      things necessary, proper or advisable under applicable Law and regulations
      to
      consummate and make effective the transactions contemplated by this Agreement.
      Without
      limiting the foregoing, the Partnership and each Purchaser shall use its
      commercially reasonable efforts to make all filings and obtain all consents
      of
      Governmental Authorities that may be necessary or, in the reasonable opinion
      of
      the Purchasers or the Partnership, as the case may be, advisable for the
      consummation of the transactions contemplated by the Basic
      Documents.

     

    Section
      5.04  Disclosure;
      Public Filings.
      The
      Partnership may, without prior written consent or notice, (i) file the Basic
      Documents as exhibits to Exchange Act reports and (ii) disclose such information
      with respect to any Purchaser as required by applicable Law or the rules or
      regulations of the NYSE or other exchange on which securities of the Partnership
      are listed or traded.

    


    Section
      5.05  Other
      Actions.
      The
      Partnership shall, as soon as reasonably practicable after the date hereof,
      and
      not later than immediately prior to the Closing, file a supplemental listing
      application with the NYSE to list the Purchased Units.

     

    Section
      5.06  Certain
      Special Allocations of Book and Taxable Income.
      To the
      extent that the Purchase Price is less than the trading price of the Common
      Units on the New York Stock Exchange as of the Closing Date, the General Partner
      intends to specially allocate items of book and taxable income to the Purchasers
      so that their capital accounts in their Common Units are consistent, on a
      per-unit basis, with the capital accounts of the other holders of Common Units
      (and thus to assure fungibility of all Common Units). Such special allocation
      will occur upon the earlier to occur of any taxable period of the Partnership
      ending upon, or after, (i) a book-up event or book-down event in accordance
      with
      Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or a sale of all or
      substantially all of the assets of the Partnership occurring after the date
      of
      the issuance of the Purchased Units or (ii) a transfer by a Purchaser of Common
      Units to a Person that is not an Affiliate of the holder. A Purchaser holding
      a
      Common Unit shall be required to provide notice to the General Partner of the
      transfer of a Common Unit to a Person that is not an Affiliate of the Purchaser
      no later than the last Business Day of the calendar year during which such
      transfer occurred, unless by virtue of the application of clause (i) above,
      the
      General Partner has determined that the Common Units transferred are consistent,
      on a per-unit basis, with the capital accounts of the other holders of Common
      Units.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Section
      5.07  NYSE
      Rule Change.
      In the
      event that 20 Business 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
      Partnership and the Purchasers shall negotiate in good faith to amend the terms
      of this Agreement so as to cause (A) the Purchased Units to consist of the
      maximum number of Common Units that may be issued pursuant to this Agreement
      without requiring the approval of the unitholders of the Partnership under
      the
      rules of the NYSE and (B) the remainder of the Purchased Units to consist of
      an
      alternative class of limited partner interests in the Partnership 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
      VI

    CLOSING
      CONDITIONS

     

    Section
      6.01  Conditions
      to the Closing.

     

    (a)  Mutual
      Conditions.
      The
      respective obligation of each Party to consummate the purchase and issuance
      and
      sale of the Purchased Units shall be subject to the satisfaction on or prior
      to
      the Closing Date of each of the following conditions (any or all of which may
      be
      waived by a particular Party on behalf of itself in writing, in whole or in
      part, to the extent permitted by applicable Law): 

     

    (i)  no
      Law
      shall have been enacted or promulgated, and no action shall have been taken,
      by
      any Governmental Authority of competent jurisdiction which temporarily,
      preliminarily or permanently restrains, precludes, enjoins or otherwise
      prohibits the consummation of the transactions contemplated by this Agreement
      or
      makes the transactions contemplated by this Agreement illegal;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (ii)  there
      shall not be pending any Action by any Governmental Authority seeking to
      restrain, preclude, enjoin or prohibit the transactions contemplated by this
      Agreement;

     

    (iii)  the
      Partnership shall have concurrently closed the Drop Down, substantially on
      the
      terms set forth in the Purchase Agreement; 

     

    (iv)  the
      Purchase Units that are Common Units shall have been approved for listing on
      the
      NYSE, subject to notice of issuance; and

     

    (v)  in
      the
      event the NYSE Amendment has not occurred, the Partnership shall have received
      confirmation from the NYSE that the terms of the Alternative Class are
      acceptable and the issuance and sale of the Purchased Units by the Partnership
      will not require the approval of the Partnership’s unitholders pursuant to the
      rules of the NYSE.

     

    (b)  Each
      Purchaser’s Conditions.
      The
      respective obligation of each Purchaser to consummate the purchase of its
      Purchased Units shall be subject to the satisfaction on or prior to the Closing
      Date of each of the following conditions (any or all of which may be waived
      by a
      particular Purchaser on behalf of itself in writing, in whole or in part, to
      the
      extent permitted by applicable Law):

     

    (i)  the
      Partnership shall have performed and complied with the covenants and agreements
      contained in this Agreement that are required to be performed and complied
      with
      by the Partnership on or prior to the Closing Date;

     

    (ii)  the
      representations and warranties of the Partnership contained in this Agreement
      that are qualified by materiality or Partnership Material Adverse Effect shall
      be true and correct when made and as of the Closing Date and all other
      representations and warranties shall be true and correct in all material
      respects when made and as of the Closing Date, in each case as though made
      at
      and as of the Closing Date (except that representations made as of a specific
      date shall be required to be true and correct as of such date
      only);

     

    (iii)  no
      notice
      of delisting from the NYSE shall have been received by the Partnership with
      respect to the Common Units; and

     

    (iv)  the
      Partnership shall have delivered, or caused to be delivered, to the Purchasers
      at the Closing, the Partnership’s closing deliveries described in Section
      6.02.

     

    (c)  The
      Partnership’s Conditions.
      The
      obligation of the Partnership to consummate the sale of the Purchased Units
      to
      each of the Purchasers shall be subject to the satisfaction on or prior to
      the
      Closing Date of each of the following conditions with respect to each Purchaser
      individually and not the Purchasers jointly (any or all of which may be waived
      by the Partnership in writing, in whole or in part, to the extent permitted
      by
      applicable Law): 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (i)  each
      Purchaser shall have performed and complied with the covenants and agreements
      contained in this Agreement that are required to be performed and complied
      with
      by that Purchaser on or prior to the Closing Date;

     

    (ii)  the
      representations and warranties of each Purchaser contained in this Agreement
      that are qualified by materiality or Purchaser Material Adverse Effect shall
      be
      true and correct when made and as of the Closing Date and all other
      representations and warranties shall be true and correct in all material
      respects when made and as of the Closing Date, in each case as though made
      at
      and as of the Closing Date (except that representations made as of a specific
      date shall be required to be true and correct as of such date
      only);

     

    (iii)  since
      the
      date of this Agreement, no Purchaser Material Adverse Effect shall have occurred
      and be continuing; and

     

    (iv)  each
      Purchaser shall have delivered, or caused to be delivered, to the Partnership
      at
      the Closing, such Purchaser’s closing deliveries described in Section
      6.03.

     

    Section
      6.02  Partnership
      Deliveries.

     

    At
      the
      Closing, subject to the terms and conditions of this Agreement, the Partnership
      will deliver, or cause to be delivered, to each Purchaser: 

     

    (a)  The
      Purchased Units by delivering certificates (bearing the legend set forth in
      Section
      4.08)
      evidencing such Purchased Units at the Closing, all free and clear of any Liens,
      encumbrances or interests of any other party other than restrictions on transfer
      imposed by federal and state securities Laws and those imposed by such
      Purchaser; 

     

    (b)  Copies
      of
      (i) the Certificate of Limited Partnership of the Partnership, (ii) the
      Certificate of Limited Partnership of the General Partner and (iii) the
      Certificate of Formation of the GP LLC, each certified by the Secretary of
      State
      of the State of Delaware, dated as of a recent date;

     

    (c)  A
      certificate of the Secretary of State of the State of Delaware, dated as of
      a
      recent date, that the Partnership is in good standing;

     

    (d)  An
      Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit D;
      

     

    (e)  The
      Registration Rights Agreement in substantially the form attached to this
      Agreement as Exhibit
      A,
      which
      shall have been duly executed by the Partnership;

     

    (f)  Confirmation
      that the Purchase Agreement and Contribution Agreement have been entered into
      in
      substantially the form attached hereto as Exhibit
      B
      and
Exhibit
      C,
      respectively; and

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (g)  A
      certificate of the Secretary or Assistant Secretary of the General Partner,
      on
      behalf of the Partnership, certifying as to (i) the Partnership Agreement,
      as
      amended, (ii) board resolutions authorizing the execution and delivery of the
      Basic Documents and the consummation of the transactions contemplated thereby
      and (iii) the incumbent officers authorized to execute the Basic Documents,
      setting forth the name and title and bearing the signatures of such officers.
      

     

    Section
      6.03  Purchaser
      Deliveries.
      At
      the
      Closing, subject to the terms and conditions of this Agreement, each Purchaser
      will deliver, or cause to be delivered:

     

    (a)  payment
      to the Partnership of such Purchaser’s Allocated Purchase Amount by wire
      transfer(s) of immediately available funds to an account designated by
      Partnership in writing at least two (2) Business Days prior to the
      Closing;

     

    (b)  the
      Registration Rights Agreement in substantially the form attached to this
      Agreement as Exhibit
      A,
      which
      shall have been duly executed by such Purchaser; and

     

    (c)  an
      Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit
      E.

     

    ARTICLE
      VII

    INDEMNIFICATION,
      COSTS AND EXPENSES

     

    Section
      7.01  Indemnification
      by the
      Partnership.The
      Partnership agrees to indemnify each Purchaser and its Representatives
      (collectively, “Purchaser
      Related Parties”)
      from,
      and hold each of them harmless against any and all actions, suits, proceedings
      (including any investigations, litigation or inquiries), demands and causes
      of
      action, and, in connection therewith, and promptly on demand, pay and reimburse
      each of them costs, losses, liabilities, damages, or expenses of any kind or
      nature whatsoever, including the reasonable fees and disbursements of counsel
      and all other reasonable expenses incurred in connection with investigating,
      defending or preparing to defend any such matter that may be incurred by them
      or
      asserted against or involve any of them as a result of, arising out of, or
      in
      any way related to the breach of any of the representations, warranties or
      covenants of the Partnership contained herein; provided,
      that
      such claim for indemnification relating to a breach of a representation or
      warranty is made prior to the expiration of such representation or warranty;
      and
provided
      further, that
      no
      Purchaser Related Party shall be entitled to recover special, consequential
      (including lost profits) or punitive damages. Notwithstanding anything to the
      contrary, consequential damages shall not be deemed to include diminution in
      value of the Purchased Units, which shall be specifically indemnifiable under
      this provision.

     

    Section
      7.02  Indemnification
      by Purchasers.Each
      Purchaser agrees, severally and not jointly, to indemnify the Partnership and
      its Representatives (collectively, “Partnership
      Related Parties”)
      from,
      and hold each of them harmless against, any and all actions, suits, proceedings
      (including any investigations, litigation, or inquiries), demands and causes
      of
      action and, in connection therewith, and promptly upon demand, pay and reimburse
      each of them costs, losses, liabilities, damages, or expenses of any kind or
      nature whatsoever, including, without limitation, the reasonable fees and
      disbursements of counsel and all other reasonable expenses incurred in
      connection with investigating, defending or preparing to defend any such matter
      that may be incurred by them or asserted against or involve any of them as
      a
      result of, arising out of, or in any way related to the breach of any of the
      representations, warranties or covenants of such Purchaser contained herein;
      provided,
      that
      such claim for indemnification relating to a breach of a representation or
      warranty is made prior to the expiration of such representation or warranty;
      and
provided
      further, that no
      Partnership Related Party shall be entitled to recover special, consequential
      (including lost profits) or punitive damages. Notwithstanding anything to the
      contrary, consequential damages shall not be deemed to include diminution in
      value of the Purchased Units, which shall be specifically indemnifiable under
      this provision.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    Section
      7.03  Indemnification
      Procedure.
      Promptly
      after any Partnership Related Party or Purchaser Related Party (hereinafter,
      the
“Indemnified
      Party”)
      has
      received notice of any indemnifiable claim hereunder, or the commencement of
      any
      action or proceeding by a third party, which the Indemnified Party believes
      in
      good faith is an indemnifiable claim under this Agreement, the Indemnified
      Party
      shall give the indemnitor hereunder (the “Indemnifying
      Party”)
      written notice of such claim or the commencement of such action or proceeding,
      but failure to so notify the Indemnifying Party will not relieve the
      Indemnifying Party from any liability it may have to such Indemnified Party
      hereunder except to the extent that the Indemnifying Party is materially
      prejudiced by such failure. Such notice shall state the nature and the basis
      of
      such claim to the extent then known. The Indemnifying Party shall have the
      right
      to defend and settle, at its own expense and by its own counsel who shall be
      reasonably acceptable to the Indemnified Party, any such matter as long as
      the
      Indemnifying Party pursues the same diligently and in good faith. If the
      Indemnifying Party undertakes to defend or settle, it shall promptly notify
      the
      Indemnified Party of its intention to do so, and the Indemnified Party shall
      cooperate with the Indemnifying Party and its counsel in all commercially
      reasonable respects in the defense thereof and the settlement thereof. Such
      cooperation shall include furnishing the Indemnifying Party with any books,
      records and other information reasonably requested by the Indemnifying Party
      and
      in the Indemnified Party’s possession or control. Such cooperation of the
      Indemnified Party shall be at the cost of the Indemnifying Party. After the
      Indemnifying Party has notified the Indemnified Party of its intention to
      undertake to defend or settle any such asserted liability, and for so long
      as
      the Indemnifying Party diligently pursues such defense, the Indemnifying Party
      shall not be liable for any additional legal expenses incurred by the
      Indemnified Party in connection with any defense or settlement of such asserted
      liability; provided,
      however,
      that
      the Indemnified Party shall be entitled (i) at its expense, to participate
      in
      the defense of such asserted liability and the negotiations of the settlement
      thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense
      or employ counsel reasonably acceptable to the Indemnified Party or (B) if
      the
      defendants in any such action include both the Indemnified Party and the
      Indemnifying Party and counsel to the Indemnified Party shall have concluded
      that there may be reasonable defenses available to the Indemnified Party that
      are different from or in addition to those available to the Indemnifying Party
      or if the interests of the Indemnified Party reasonably may be deemed to
      conflict with the interests of the Indemnifying Party, then the Indemnified
      Party shall have the right to select a separate counsel and to assume such
      legal
      defense and otherwise to participate in the defense of such action, with the
      expenses and fees of such separate counsel and other expenses related to such
      participation to be reimbursed by the Indemnifying Party as incurred.
      Notwithstanding any other provision of this Agreement, the Indemnifying Party
      shall not settle any indemnified claim without the consent of the Indemnified
      Party, unless the settlement thereof imposes no liability or obligation on,
      involves no admission of wrongdoing or malfeasance by, and includes a complete
      release from liability of, the Indemnified Party.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    ARTICLE
      VIII

    MISCELLANEOUS 

     

    Section
      8.01  Interpretation.Article,
      Section, Schedule, and Exhibit references are to this Agreement, unless
      otherwise specified. All references to instruments, documents, contracts, and
      agreements are references to such instruments, documents, contracts, and
      agreements as the same may be amended, supplemented, and otherwise modified
      from
      time to time, unless otherwise specified. The word “including” shall mean
“including but not limited to.” Whenever the Partnership has an obligation under
      the Basic Documents, the expense of complying with such obligation shall be
      an
      expense of the Partnership unless otherwise specified therein. Whenever any
      determination, consent or approval is to be made or given by a Purchaser under
      the Basic Documents, such action shall be in such Purchaser’s sole discretion
      unless otherwise specified therein. If any provision in the Basic Documents
      is
      held to be illegal, invalid, not binding, or unenforceable, such provision
      shall
      be fully severable and the Basic Documents shall be construed and enforced
      as if
      such illegal, invalid, not binding or unenforceable provision had never
      comprised a part of the Basic Documents, and the remaining provisions shall
      remain in full force and effect. The Basic Documents have been reviewed and
      negotiated by sophisticated parties with access to legal counsel and shall
      not
      be construed against the drafter. 

     

    Section
      8.02  Survival
      of Provisions.
      The
      representations and warranties set forth in Sections 3.01, 3.02, 3.06, 3.09,
      3.10, 3.11, 3.12, 4.01, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10 of
      this Agreement shall survive the execution and delivery of this Agreement
      indefinitely, and the other representations and warranties set forth in this
      Agreement shall survive for a period of twelve (12) months following the Closing
      Date regardless of any investigation made by or on behalf of the Partnership
      or
      any Purchaser. The covenants made in this Agreement or any other Basic Document
      shall survive the closing of the transactions described herein and remain
      operative and in full force and effect regardless of acceptance of any of the
      Purchased Units and payment therefor and repayment, conversion or repurchase
      thereof. All indemnification obligations of the Partnership and the Purchasers
      pursuant to this Agreement shall remain operative and in full force and effect
      unless such obligations are expressly terminated in a writing by the Parties,
      regardless of any purported general termination of this Agreement. 

     

    Section
      8.03  No
      Waiver; Modifications in Writing.

     

    (a)  Delay.
      No
      failure or delay on the part of any Party in exercising any right, power, or
      remedy hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of any such right, power, or remedy preclude any other or
      further exercise thereof or the exercise of any right, power, or remedy. The
      remedies provided for herein are cumulative and are not exclusive of any
      remedies that may be available to a Party at Law or in equity or otherwise.
      

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (b)  Specific
      Waiver; Amendment.
      Except
      as otherwise provided herein, no amendment, waiver, consent, modification or
      termination of any provision of this Agreement or any other Basic Document
      shall
      be effective unless signed by each of Parties or each of the original
      signatories thereto affected by such amendment, waiver, consent, modification
      or
      termination. Any amendment, supplement or modification of or to any provision
      of
      any Basic Document, any waiver of any provision of any Basic Document and any
      consent to any departure by the Partnership from the terms of any provision
      of
      any Basic Document shall be effective only in the specific instance and for
      the
      specific purpose for which made or given. Except where notice is specifically
      required by this Agreement, no notice to or demand on the Partnership in any
      case shall entitle the Partnership to any other or further notice or demand
      in
      similar or other circumstances.

     

    Section
      8.04  Binding
      Effect; Assignment.

     

    (a)  Binding
      Effect.
      This
      Agreement shall be binding upon the Partnership, each Purchaser and their
      respective successors and permitted assigns. Except as expressly provided in
      this Agreement, this Agreement shall not be construed so as to confer any right
      or benefit upon any Person other than the Parties to this Agreement and as
      provided in Article VII, and their respective successors and permitted assigns.
      

     

    (b)  Assignment
      of Purchased Units.
      All or
      any portion of a Purchaser’s Purchased Units purchased pursuant to this
      Agreement may be sold, assigned or pledged by such Purchaser, subject to
      compliance with applicable federal and state securities Laws, Section
      5.04(b)
      and the
      Registration Rights Agreement. 

     

    (c)  Assignment
      of Rights.
      Each
      Purchaser may assign all or any portion of its rights and, with respect to
      clause (iii) below, obligations under this Agreement without the consent of
      the
      Partnership (i) to any Affiliate of such Purchaser, (ii) in connection with
      a
      total return swap or similar transaction with respect to the Purchased Units
      purchased by such Purchaser, or (iii) on or prior to June 1, 2007, to
      shareholders of Momentum Energy Group Inc. up to an aggregate of $20 million,
      and in each case the assignee shall be deemed to be a Purchaser hereunder with
      respect to such assigned rights and obligations and shall agree to be bound
      by
      the provisions of this Agreement and shall execute and deliver to the
      Partnership on or prior to the Closing Date (or in the case of clause (iii)
      above, on or prior to June 1, 2007) a written instrument reasonably satisfactory
      to the Partnership pursuant to which the assignee shall make each of the
      representations and warranties set forth in Article IV to the Partnership (such
      instrument an, “Assignment
      and Assumption Agreement”).
      Except
      as expressly permitted by this Section
      8.04(c),
      such
      rights and obligations may not otherwise be transferred except with the prior
      written consent of the Partnership (which consent shall not be unreasonably
      withheld), in which case the assignee shall be deemed to be a Purchaser
      hereunder with respect to such assigned rights or obligations and shall agree
      to
      be bound by the provisions of this Agreement and shall execute an Assignment
      and
      Assumption Agreement. For the avoidance of doubt, for the purposes of clause
      (iii) above, the execution and delivery of an Assignment and Assumption
      Agreement shall be deemed to be an effective amendment of Schedule
      2.01
      without
      any further action of the Parties, notwithstanding Section
      8.03(b).
      

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    Section
      8.05  Aggregation
      of Purchased Units.
      All
      Purchased Units held or acquired by Persons who are Affiliates of one another
      shall be aggregated together for the purpose of determining the availability
      of
      any rights under this Agreement.

     

    Section
      8.06  Confidentiality
      and Non-Disclosure.
      Notwithstanding anything herein to the contrary, each Purchaser that has entered
      into a confidentiality agreement in favor of the Partnership shall continue
      to
      be bound by such confidentiality agreement in accordance with the terms thereof.
      

     

    Section
      8.07  Communications.
      All
      notices and demands provided for hereunder shall be in writing and shall be
      given by regular mail, registered or certified mail, return receipt requested,
      facsimile, air courier guaranteeing overnight delivery, electronic mail or
      personal delivery to the addresses listed in Schedule
      8.07
      of this
      Agreement or to such other address as the Partnership or a Purchaser may
      designate in writing. All notices and communications shall be deemed to have
      been duly given: at the time delivered by hand, if personally delivered; when
      notice that the recipient has read the message, if sent via electronic mail;
      upon actual receipt, if sent by registered or certified mail, return receipt
      requested, or regular mail, if mailed; when receipt acknowledged, if sent via
      facsimile; and upon actual receipt when delivered to an air courier guaranteeing
      overnight delivery. 

     

    Section
      8.08  Removal
      of Legend.
      The
      Partnership shall remove the legend described in Section
      4.08
      from the
      certificates evidencing the Purchased Units at the request of a Purchaser
      submitting to the Partnership such certificates, together with an opinion of
      counsel, if required by the Partnership’s transfer agent, to the effect that
      such legend is no longer required under the Securities Act or applicable state
      securities Laws, as the case may be, unless the Partnership, with the advice
      of
      counsel, determines that such removal is inappropriate.
      

     

    Section
      8.09  Entire
      Agreement.
      This
      Agreement and the other Basic Documents are intended by the Parties as a final
      expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the Parties hereto and thereto
      in respect of the subject matter contained herein and therein. There are no
      restrictions, promises, warranties or undertakings, other than those set forth
      or referred to herein and therein, with respect to the rights granted by the
      Partnership or a Purchaser set forth herein and therein. This Agreement and
      the
      other Basic Documents supersede all prior agreements and understandings between
      the Parties with respect to such subject matter. The Schedules and Exhibits
      referred to herein and attached hereto are incorporated herein by this
      reference, and unless the context expressly requires otherwise, are incorporated
      in the definition of “Agreement.”

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    Section
      8.10  Governing
      Law.
      This
      Agreement will be construed in accordance with and governed by the Laws of
      the
      State of New York without regard to principles of conflicts of Laws.


     

    Section
      8.11  Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different Parties
      hereto in separate counterparts, including facsimile counterparts, each of
      which
      counterparts, when so executed and delivered, shall be deemed to be an original
      and all of which counterparts, taken together, shall constitute but one and
      the
      same Agreement. 

     

    Section
      8.12  Termination.

     

    (a)  Notwithstanding
      anything herein to the contrary, this Agreement may be terminated at any time
      at
      or prior to the Closing by the mutual written consent of the Purchasers entitled
      to purchase a majority of the Purchased Units and the Partnership.

     

    (b)  Notwithstanding
      anything herein to the contrary, this Agreement shall automatically terminate
      at
      any time at or prior to the Closing:

     

    (i)  if
      a
      statute, rule, order, decree or regulation shall have been enacted or
      promulgated, or if any action shall have been taken by any Governmental
      Authority of competent jurisdiction which permanently restrains, precludes,
      enjoins or otherwise prohibits the consummation of the transactions contemplated
      by this Agreement or makes the transactions contemplated by this Agreement
      illegal;

     

    (ii)  if
      the
      Purchase Agreement shall have been terminated pursuant to its terms;
      or

     

    (iii)  if
      the
      Closing shall not have occurred on or before November 15, 2007.

     

    (c)  In
      the
      event of the termination of this Agreement as provided in Sections 8.12(a)
      or
8.12(b),
      this
      Agreement shall forthwith become null and void. In the event of such
      termination, there shall be no liability on the part of any party hereto, except
      (i) as set forth in Section
      8.12(d)
      below,
      (ii) as set forth in Article
      VII
      of this
      Agreement and (iii) with respect to the requirement to comply with any
      confidentiality agreement in favor of the Partnership; provided,
      that
      nothing herein shall relieve any party from any liability or obligation with
      respect to any willful breach of this Agreement.

     

    (d)  If
      (i)
      this Agreement is terminated pursuant to Section 8.12(b)(iii) and (ii) prior
      to
      such termination (A) the Transaction shall have closed, (B) the condition
      contained in Section 6.01(a)(iii) shall not have been satisfied, (C) all of
      the
      other conditions to the obligation of the Partnership to consummate the issuance
      and sale of the Purchased Units pursuant to this Agreement shall have been
      satisfied, then the Partnership shall be obligated to pay the Break-Up Fee,
      which Break-Up Fee shall be allocated to the Purchasers in proportion to each
      Purchaser’s Allocated Purchase Amount.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    Section
      8.13  Recapitalization,
      Exchanges, Etc.
      The
      provisions of this Agreement shall apply to the full extent set forth herein
      with respect to any and all equity interests of the Partnership or any successor
      or assign of the Partnership (whether by merger, consolidation, sale of assets
      or otherwise) that may be issued in respect of, in exchange for or in
      substitution of, the Purchased Units, and shall be appropriately adjusted for
      combinations, unit splits, recapitalizations and the like occurring after the
      date of this Agreement.

     

    Section
      8.14  Expenses.
      If any action at law or equity is necessary to enforce or interpret the terms
      of
      this Agreement or the Registration Rights Agreement, the prevailing Party shall
      be entitled to reasonable attorney’s fees, costs and necessary disbursements in
      addition to any other relief to which such Party may be entitled.

     

    Section
      8.15  Obligations
      Limited to Parties to Agreement. Each of the parties hereto covenants, agrees
      and acknowledges that no Person other than the Purchasers shall have any
      obligation hereunder and that, notwithstanding that one or more of the
      Purchasers may be a corporation, partnership or limited liability company,
      no
      recourse under this Agreement or the other Basic Documents or under any
      documents or instruments delivered in connection herewith or therewith shall
      be
      had against any former, current or future director, officer, employee, agent,
      general or limited partner, manager, member, stockholder or Affiliate of any
      of
      the Purchasers or any former, current or future director, officer, employee,
      agent, general or limited partner, manager, member, stockholder or Affiliate
      of
      any of the foregoing, whether by the enforcement of any assessment or by any
      legal or equitable proceeding, or by virtue of any applicable Law, it being
      expressly agreed and acknowledged that no personal liability whatsoever shall
      attach to, be imposed on or otherwise by incurred by any former, current or
      future director, officer, employee, agent, general or limited partner, manager,
      member, stockholder or Affiliate of any of the Purchasers or any former, current
      or future director, officer, employee, agent, general or limited partner,
      manager, member, stockholder or Affiliate of any of the foregoing, as such,
      for
      any obligations of the Purchasers under this Agreement or the other Basic
      Documents or any documents or instruments delivered in connection herewith
      or
      therewith or for any claim based on, in respect of or by reason of such
      obligation or its creation, except in each case for any assignee of a Purchaser
      hereunder.

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of
      the
      date first above written. 

     

    
      	 	 	 
	 	DCP
              MIDSTREAM PARTNERS, LP
	 	 
	 	By:  DCP
              Midstream Partners GP, LP, 
	 	
              its
                General Partner 

            
	 	 
	 	By:  DCP
              Midstream Partners GP, LLC, 
	 	
              its
                General Partner 

            
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              E.
              Long
	 	
              
Name:
Thomas
              E. Long
	 	Title: 
Vice
              President and Chief Financial Officer 


    

    
      	 	 	 
	 	 	 
	 	LEHMAN
              BROTHERS MLP OPPORTUNITY FUND L.P.
	 	 
	 	By:  Lehman Brothers MLP Opportunity
              Associates L.P., 
	 	
              its
                general partner 

            
	 	 
	 	By:  Lehman
              Brothers MLP Opportunity Associates L.L.C.,
              
	 	
              its
                general partner 

            
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              J. Cannon
	 	
              
Name:
Michael
              J. Cannon
	 	Title: 
              Managing
              Director 


    

    
      	 	 	 
	 	 
	 	BANC
              OF
              AMERICA CAPITAL INVESTORS V, L.P.
	 	 
	 	By:  Banc
              of America Capital Management V, L.P., 
	 	
              its
                general partner

            
	 	 
	 	By:  BACM
              I GP, LLC, 
	 	
              its
                general partner

            
	 
 	 
 	 
 
	 	By:  	/s/ John
              A.
              Shrimp
	 	
              
Name:
John
              A. Shrimp
	 	Title: 
Authorized
              Signatory 




    



    
      
        
          [Signature
            Page to Purchase Agreement]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      made and entered into as of _______, 2007, by and among DCP Midstream Partners,
      LP, a Delaware limited partnership (the “Partnership”),
      and
      the Purchasers listed on the signature pages to this Agreement (each, a
“Purchaser”
and
      collectively, the “Purchasers”).

     

    WHEREAS,
      this Agreement is made in connection with the Closing of the issuance and sale
      of the Purchased Units pursuant to the Common Unit Purchase Agreement, dated
      as
      of May 21, 2007, by and among the Partnership and the Purchasers (the
“Purchase
      Agreement”);
      

     

    WHEREAS,
      the Partnership has agreed to provide the registration and other rights set
      forth in this Agreement for the benefit of the Purchasers pursuant to the
      Purchase Agreement; and

     

    WHEREAS,
      it is a condition to the obligations of each Purchaser and the Partnership
      under
      the Purchase Agreement that this Agreement be executed and
      delivered.

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein and for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged by each party hereto, the parties hereby agree
      as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01  Definitions.
      Capitalized terms used herein without definition shall have the meanings given
      to them in the Purchase Agreement. The terms set forth below are used herein
      as
      so defined:

     

    “Affiliate”
      means,
      with respect to a specified Person, any other Person, whether now in existence
      or hereafter created, directly or indirectly controlling, controlled by or
      under
      direct or indirect common control with such specified Person. For purposes
      of
      this definition, “control” (including, with correlative meanings, “controlling,”
“controlled by,” and “under common control with”) means the power to direct or
      cause the direction of the management and policies of such Person, directly
      or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise.

     

    “Agreement”
has
      the
      meaning specified therefor in the introductory paragraph.

     

    “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Common
      Units”
means
      the Common Units of the Partnership representing limited partner interests
      therein.

     

    “Effectiveness
      Period”
has
      the
      meaning specified therefor in Section
      2.01(a)
      of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Holder”
means
      the record holder of any Registrable Securities.

     

    “Included
      Registrable Securities”
has
      the
      meaning specified therefor in Section
      2.02(a)
      of this
      Agreement.

     

    “Liquidated
      Damages”
has
      the
      meaning specified therefor in Section
      2.01(b)
      of this
      Agreement.

     

    “Liquidated
      Damages Multiplier”
means
      the product of $42.00 times the number of Common Units purchased by such
      Purchaser (excluding any Excluded Registrable Securities).

     

    “Losses”
has
      the
      meaning specified therefor in Section
      2.07(a)
      of this
      Agreement.

     

    “Managing
      Underwriter”
means,
      with respect to any Underwritten Offering, the book-running lead manager of
      such
      Underwritten Offering.

     

    “NYSE”
means
      The New York Stock Exchange, Inc.

     

    “Opt
      Out Notice”
has
      the
      meaning specified therefor in Section
      2.02(a)
      of this
      Agreement.

     

    “Other
      Holders”
has
      the
      meaning specified therefor in Section
      2.02(b)
      of this
      Agreement.

     

    “Person”
means
      any
      individual, corporation, company, voluntary association, partnership, joint
      venture, trust, limited liability company, unincorporated organization or
      government or any agency, instrumentality or political subdivision thereof,
      or
      any other form of entity.

     

    “Purchase
      Agreement”
has
      the
      meaning specified therefor in the Recitals of this Agreement.

     

    “Purchaser”
and
      “Purchasers”
have
      the meanings specified therefor in the introductory paragraph of this
      Agreement.

     

    “Registrable
      Securities”
means:
      (i) the Common Units comprising the Purchased Units and (ii) any Common Units
      issued as Liquidated Damages pursuant to Section
      2.01
      of this
      Agreement, if any, all of which Registrable Securities are subject to the rights
      provided herein until such rights terminate pursuant to the provisions
      hereof.

     

    “Registration
      Expenses”
has
      the
      meaning specified therefor in Section
      2.06(b)
      of this
      Agreement.

     

    “Selling
      Expenses”
has
      the
      meaning specified therefor in Section
      2.06(b)
      of this
      Agreement.

     

    “Selling
      Holder”
means
      a
      Holder who is selling Registrable Securities pursuant to a registration
      statement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Shelf
      Registration Statement”
means
      a
      registration statement under the Securities Act to permit the resale of the
      Registrable Securities from time to time, including as permitted by Rule 415
      under the Securities Act (or any similar provision then in force under the
      Securities Act).

     

    “Underwritten
      Offering”
means
      an offering (including an offering pursuant to a Shelf Registration Statement)
      in which Common Units are sold to an underwriter on a firm commitment basis
      for
      reoffering to the public.

     

    Section
      1.02  Registrable
      Securities.
      Any
      Registrable Security will cease to be a Registrable Security when (a) a
      registration statement covering such Registrable Security has been declared
      effective by the Commission and such Registrable Security has been sold or
      disposed of pursuant to such effective registration statement; (b) such
      Registrable Security has been disposed of pursuant to any section of Rule 144
      (or any similar provision then in force under the Securities Act); (c) such
      Registrable Security can be disposed of pursuant to Rule 144(k) (or any similar
      provision then in force under the Securities Act) by the Holder, (d) such
      Registrable Security is held by the Partnership or one of its subsidiaries;
      (e)
      two years from the date on which the Shelf Registration Statement contemplated
      by Section
      2.01
      is
      declared effective by the Commission or (f) such Registrable Security has been
      sold in a private transaction in which the transferor’s rights under this
      Agreement are not assigned to the transferee of such securities.

     

    ARTICLE
      II

    REGISTRATION
      RIGHTS

     

    Section
      2.01  Shelf
      Registration.

     

    (a)  Deadline
      To Go Effective.
      As soon
      as practicable following the Closing, but in any event within 90 days of the
      Closing, the Partnership shall prepare and file a Shelf Registration Statement
      under the Securities Act with respect to all of the Registrable Securities.
      The
      Partnership shall use its commercially reasonable efforts to cause the Shelf
      Registration Statement to become effective no later than 180 days after the
      date
      of the Closing. The Partnership will use its commercially reasonable efforts
      to
      cause the Shelf Registration Statement filed pursuant to this Section
      2.01
      to be
      continuously effective under the Securities Act until the date on which all
      such
      Registrable Securities have ceased to be Registrable Securities (the
“Effectiveness
      Period”).
      The
      Shelf Registration Statement when declared effective (including any documents
      incorporated therein by reference) will comply as to form in all material
      respects with all applicable requirements of the Securities Act and the Exchange
      Act and will not contain an untrue statement of a material fact or omit to
      state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading.

     

    (b)  Failure
      To Go Effective.
      If the
      Shelf Registration Statement required by Section
      2.01
      is not
      declared effective within 180 days after Closing, then each Purchaser shall
      be
      entitled to a payment (with respect to the Purchased Units of each such
      Purchaser), as liquidated damages and not as a penalty, of 0.25% of the
      Liquidated Damages Multiplier per 30-day period for the first 60 days following
      the 180th day, increasing by an additional 0.25% of the Liquidated Damages
      Multiplier per 30-day period for each subsequent 60 days, up to a maximum of
      1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated
      Damages”).
      The
      Liquidated Damages payable pursuant to the immediately preceding sentence shall
      be
      payable
      within ten Business Days after the end of each such 30-day period. Any
      Liquidated Damages shall be paid to each Purchaser in immediately available
      funds; provided,
      however,
      if the
      Partnership certifies that it is unable to pay Liquidated Damages in cash
      because such payment would result in a breach under a credit facility or other
      debt instrument filed as exhibits to the SEC Documents, then the Partnership
      may
      pay the Liquidated Damages in kind in the form of the issuance of additional
      Common Units. Upon any issuance of Common Units as Liquidated Damages, the
      Partnership shall promptly prepare and file an amendment to the Shelf
      Registration Statement prior to its effectiveness adding such Common Units
      to
      such Shelf Registration Statement as additional Registrable Securities. The
      determination of the number of Common Units to be issued as Liquidated Damages
      shall be equal to the amount of Liquidated Damages divided by the average
      closing price of the Partnership’s Common Units on the NYSE for the ten trading
      days immediately preceding the date on which the Liquidated Damages payment
      is
      due. The payment of the Liquidated Damages to a Purchaser shall cease at such
      time as the Purchased Units of such Purchaser cease to be Registrable
      Securities. As soon as practicable following the date that the Shelf
      Registration Statement becomes effective, but in any event within three Business
      Days of such date, the Partnership shall provide the Purchasers with written
      notice of the effectiveness of the Shelf Registration Statement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c)  Waiver
      of Liquidated Damages.
      If the
      Partnership is unable to cause a Shelf Registration Statement to go effective
      within the 180 days as a result of an acquisition, merger, reorganization,
      disposition or other similar transaction, then the Partnership may request
      a
      waiver of the Liquidated Damages, and each Holder may individually
      grant or
      withhold its
      consent to such request in its reasonable discretion. 

     

    (d)  Termination
      of Purchaser’s Rights.
      A
      Purchaser’s rights (and any transferee’s rights pursuant to Section
      2.10)
      under
      this Section
      2.01
      shall
      terminate upon the termination of the Effectiveness Period.

     

    (e)  Delay
      Rights.
      Notwithstanding anything to the contrary contained herein, the Partnership
      may,
      upon written notice to any Selling Holder whose Registrable Securities are
      included in the Shelf Registration Statement, suspend such Selling Holder’s use
      of any prospectus which is a part of the Shelf Registration Statement (in which
      event the Selling Holder shall discontinue sales of the Registrable Securities
      pursuant to the Shelf Registration Statement) if (i) the Partnership is pursuing
      an acquisition, merger, reorganization, disposition or other similar transaction
      and the Partnership determines in good faith that the Partnership’s ability to
      pursue or consummate such a transaction would be materially adversely affected
      by any required disclosure of such transaction in the Shelf Registration
      Statement or (ii) the Partnership has experienced some other material non-public
      event the disclosure of which at such time, in the good faith judgment of the
      Partnership, would materially adversely affect the Partnership; provided,
      however,
      in no
      event shall the Purchasers be suspended for a period that exceeds an aggregate
      of 30 days in any 90-day period or 90 days in any 365-day period, in each case,
      exclusive of days covered by any lock-up agreement executed by a Purchaser
      in
      connection with any Underwritten Offering. Upon disclosure of such information
      or the termination of the condition described above, the Partnership shall
      provide prompt notice to the Selling Holders whose Registrable Securities are
      included in the Shelf Registration Statement, and shall promptly terminate
      any
      suspension of sales it has put into effect and shall take such other actions
      to
      permit registered sales of Registrable Securities as contemplated in this
      Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (f)  Additional
      Rights to Liquidated Damages.
      If (i)
      the Holders shall be prohibited from selling their Registrable Securities under
      the Registration Statement as a result of a suspension pursuant to Section
      2.01(e)
      of this
      Agreement in excess of the periods permitted therein or (ii) the Registration
      Statement is filed and declared effective but, during the Effectiveness Period,
      shall thereafter cease to be effective or fail to be usable for its intended
      purpose without being succeeded by a post-effective amendment to the
      Registration Statement, a supplement to the prospectus or a report filed with
      the Commission pursuant to Sections 13(a), 13(c), 14 or l5(d) of the Exchange
      Act, then, until the suspension is lifted or a post-effective amendment,
      supplement or report is filed with the Commission, but not including any day
      on
      which a suspension is lifted or such amendment, supplement or report is filed
      and declared effective, if applicable, the Partnership shall owe the Holders
      an
      amount equal to the Liquidated Damages, following (x) the date on which the
      suspension period exceeded the permitted period under Section
      2.01(e)
      of this
      Agreement or (y) the day after the Registration Statement ceased to be effective
      or failed to be useable for its intended purposes, as liquidated damages and
      not
      as a penalty. For purposes of this Section
      2.01(f),
      a
      suspension shall be deemed lifted on the date that notice that the suspension
      has been lifted is delivered to the Holders pursuant to Section 3.01 of this
      Agreement. 

     

    Section
      2.02  Piggyback
      Rights.
      

     

    (a)  Participation.
      If at
      any time that is on or after 180 days after the date of the Closing the
      Partnership proposes to file (i) a prospectus supplement to an effective shelf
      registration statement, other than the Shelf Registration Statement contemplated
      by Section
      2.01,
      or (ii)
      a registration statement, other than a shelf registration statement, in either
      case, for the sale of Common Units in an Underwritten Offering for its own
      account and/or another Person, then as soon as practicable but not less than
      three (3) Business Days prior to the filing of (x) any preliminary prospectus
      supplement to a prospectus relating to such Underwritten Offering pursuant
      to
      Rule 424(b) under the Securities Act, (y) the prospectus supplement to a
      prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under
      the Securities Act (if no preliminary prospectus supplement is used) or (z)
      such
      registration statement, as the case may be, the Partnership shall give notice
      of
      such proposed Underwritten Offering to the Holders and such notice shall offer
      the Holders the opportunity to include in such Underwritten Offering such number
      of Registrable Securities (the “Included
      Registrable Securities”)
      as
      each such Holder may request in writing; provided,
      that
      each such Holder shall keep all information relating to such Underwritten
      Offering in confidence and shall not make use of, disseminate or in any way
      disclose any such information; provided,
      however,
      that if
      the Partnership has been advised by the Managing Underwriter that the inclusion
      of Registrable Securities for sale for the benefit of the Holders will have
      a
      material adverse effect on the price, timing or distribution of the Common
      Units
      in the Underwritten Offering, then the amount of Registrable Securities to
      be
      offered for the accounts of Holders shall be determined based on the provisions
      of Section
      2.02(b).
      The
      notice required to be provided in this Section
      2.02(a)
      to
      Holders shall be provided on a Business Day pursuant to Section
      3.01
      hereof.
      Each such Holder shall then have two Business Days after receiving such notice
      to request inclusion of Registrable Securities in the Underwritten Offering,
      except that such Holder shall have one Business Day after such Holder confirms
      receipt of the notice to request inclusion of Registrable Securities in the
      Underwritten Offering in the case of a “bought deal” or “overnight transaction”
where no preliminary prospectus is used. If no request for inclusion from a
      Holder is received within the specified time, each such Holder shall have no
      further right to participate in such Underwritten Offering. If, at any time
      after giving written notice of its intention to undertake an Underwritten
      Offering and prior to the closing of such Underwritten Offering, the Partnership
      shall determine for any reason not to undertake or to delay such Underwritten
      Offering, the Partnership may, at its election, give written notice of such
      determination to the Selling Holders and, (x) in the case of a determination
      not
      to undertake such Underwritten Offering, shall be relieved of its obligation
      to
      sell any Included Registrable Securities in connection with such terminated
      Underwritten Offering, and (y) in the case of a determination to delay such
      Underwritten Offering, shall be permitted to delay offering any Included
      Registrable Securities for the same period as the delay in the Underwritten
      Offering. Any Selling Holder shall have the right to withdraw such Selling
      Holder’s request for inclusion of such Selling Holder’s Registrable Securities
      in such offering by giving written notice to the Partnership of such withdrawal
      up to and including the time of pricing of such offering. Each Holder’s rights
      under this Section
      2.02(a)
      shall
      terminate when such Holder (together with any Affiliates of such Holder) holds
      less than $15 million of Purchased Units, based on the purchase price per unit
      under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding
      greater than $15 million of Purchased Units, based on the purchase price per
      unit under the Purchase Agreement, may deliver written notice (an “Opt
      Out Notice”)
      to the
      Partnership requesting that such Holder not receive notice from the Partnership
      of any proposed Underwritten Offering; provided,
      that,
      such Holder may later revoke any such Opt Out Notice. Following receipt of
      an
      Opt Out Notice from a Holder (unless subsequently revoked), the Partnership
      shall not be required to deliver any notice to such Holder pursuant to this
      Section
      2.02(a)
      and such
      Holder shall no longer be entitled to participate in Underwritten Offerings
      by
      the Partnership pursuant to this Section
      2.02(a).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)  Priority.
      If the
      Managing Underwriter or Underwriters of any proposed Underwritten Offering
      of
      Common Units included in an Underwritten Offering involving Included Registrable
      Securities advises that the total amount of Common Units that the Selling
      Holders and any other Persons intend to include in such offering exceeds the
      number that can be sold in such offering without being likely to have a material
      adverse effect on the price, timing or distribution of the Common Units offered
      or the market for the Common Units, then the Common Units to be included in
      such
      Underwritten Offering shall include the number of Registrable Securities that
      such Managing Underwriter or Underwriters advises can be sold without having
      such adverse effect, with such number to be allocated (i) first, to the
      Partnership and (ii) second, pro rata among the Selling Holders party to
      this Agreement and any other Persons who have been or are granted registration
      rights on or after the date of this Agreement (including the General Partner,
      “Other
      Holders”),
      in
      each case, who have requested participation in such Underwritten Offering.
      The
      pro rata allocations for each such Selling Holder shall be the product of (a)
      the aggregate number of Common Units proposed to be sold by all Selling Holders
      and Other Holders in such Underwritten Offering multiplied by (b) the fraction
      derived by dividing (x) the number of Common Units owned on the Registration
      Deadline by such Selling Holder or Other Holder by (y) the aggregate number
      of
      Common Units owned by all Selling Holders and Other Holders participating in
      the
      Underwritten Offering. As of the date of execution of this Agreement, there
      are
      no other Persons with Registration Rights relating to Common Units other than
      as
      described in this Section
      2.02(b)
      and as
      set forth in the Partnership Agreement.

     

    Section
      2.03  Underwritten
      Offerings.

     

    (a)  Underwritten
      Offering.
      Any one
      or more Holders may deliver written notice to the Partnership that such Holders
      wish to dispose of Registrable Securities under the Shelf Registration Statement
      in an Underwritten Offering if the Holders reasonably anticipate selling
      collectively at least $25 million of Common Units (calculated based on the
      per
      unit purchase price of such Common Units). Upon receipt of such written request,
      the Partnership shall use commercially reasonable efforts to retain underwriters
      and effect such sale through an Underwritten Offering and take all commercially
      reasonable actions as are reasonably requested by the Managing Underwriter
      or
      underwriters to expedite or facilitate the disposition of such Registrable
      Securities,
      including entering into an underwriting agreement;
      provided,
      however,
      that
      the Partnership shall not be required to cause its management to participate
      in
      a “road show” or similar marketing effort on behalf of any Holder. The
      Partnership may elect to include primary Common Units in any Underwritten
      Offering undertaken pursuant to this Section
      2.03(a).
      In
      addition, any Underwritten Offering undertaken pursuant to this Section
      2.03
      will be
      subject to the provisions of Section
      2.02(b).

     

    (b)  General
      Procedures.
      In
      connection with any Underwritten Offering under this Agreement, the Partnership
      shall be entitled to select the Managing Underwriter or Underwriters. In
      connection with an Underwritten Offering contemplated by this Agreement in
      which
      a Selling Holder participates, each Selling Holder and the Partnership shall
      be
      obligated to enter into an underwriting agreement that contains such
      representations, covenants, indemnities and other rights and obligations as
      are
      customary in underwriting agreements for firm commitment offerings of
      securities. No Selling Holder may participate in such Underwritten Offering
      unless such Selling Holder agrees to sell its Registrable Securities on the
      basis provided in such underwriting agreement and completes and executes all
      questionnaires, powers of attorney, indemnities and other documents reasonably
      required under the terms of such underwriting agreement. Each Selling Holder
      may, at its option, require that any or all of the representations and
      warranties by, and the other agreements on the part of, the Partnership to
      and
      for the benefit of such underwriters also be made to and for such Selling
      Holder’s benefit and that any or all of the conditions precedent to the
      obligations of such underwriters under such underwriting agreement also be
      conditions precedent to its obligations. No Selling Holder shall be required
      to
      make any representations or warranties to or agreements with the Partnership
      or
      the underwriters other than representations, warranties or agreements regarding
      such Selling Holder, its authority to enter into such underwriting agreement
      and
      to sell, and its ownership of, the securities being registered on its behalf,
      its intended method of distribution and any other representation required by
      Law. If any Selling Holder disapproves of the terms of an underwriting, such
      Selling Holder may elect to withdraw therefrom by notice to the Partnership
      and
      the Managing Underwriter; provided,
      however,
      that
      such withdrawal must be made up to and including the time of pricing of such
      Underwritten Offering. No such withdrawal shall affect the Partnership’s
      obligation to pay Registration Expenses. The Partnership’s management may but
      shall not be required to participate in a roadshow or similar marketing effort
      in connection with any Underwritten Offering. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      2.04  Sale
      Procedures.
      In
      connection with its obligations under this Article
      II,
      the
      Partnership will, as expeditiously as possible:

     

    (a)  prepare
      and file with the Commission such amendments and supplements to the Shelf
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to keep the Shelf Registration Statement effective for the
      Effectiveness Period and as may be necessary to comply with the provisions
      of
      the Securities Act with respect to the disposition of all securities covered
      by
      the Shelf Registration Statement;

     

    (b)  if
      a
      prospectus supplement will be used in connection with the marketing of an
      Underwritten Offering from the Shelf Registration Statement and the Managing
      Underwriter at any time shall notify the Partnership in writing that, in the
      sole judgment of such Managing Underwriter, inclusion of detailed information
      to
      be used in such prospectus supplement is of material importance to the success
      of the Underwritten Offering of such Registrable Securities, the Partnership
      shall use its commercially reasonable efforts to include such information in
      such prospectus supplement; 

     

    (c)  furnish
      to each Selling Holder (i) as far in advance as reasonably practicable before
      filing the Shelf Registration Statement or
      any
      other registration statement contemplated by this Agreement
      or any
      supplement or amendment thereto, upon request, copies of reasonably complete
      drafts of all such documents proposed to be filed (including exhibits and each
      document incorporated by reference therein to the extent then required by the
      rules and regulations of the Commission), and provide each such Selling Holder
      the opportunity to object to any information pertaining to such Selling Holder
      and its plan of distribution that is contained therein and make the corrections
      reasonably requested by such Selling Holder with respect to such information
      prior to filing the Shelf Registration Statement or such other registration
      statement or supplement or amendment thereto, and (ii) such number of copies
      of
      the Shelf Registration Statement or such other registration statement and the
      prospectus included therein and any supplements and amendments thereto as such
      Persons may reasonably request in order to facilitate the public sale or other
      disposition of the Registrable Securities covered by such Shelf Registration
      Statement or such other registration statement;

     

    (d)  if
      applicable, use its commercially reasonable efforts to register or qualify
      the
      Registrable Securities covered by the Shelf Registration Statement or any other
      registration statement contemplated by this Agreement under the securities
      or
      blue sky laws of such jurisdictions as the Selling Holders or, in the case
      of an
      Underwritten Offering, the Managing Underwriter, shall reasonably request;
      provided,
      however,
      that
      the Partnership will not be required to qualify generally to transact business
      in any jurisdiction where it is not then required to so qualify or to take
      any
      action which would subject it to general service of process in any such
      jurisdiction where it is not then so subject;

     

    (e)  promptly
      notify each Selling Holder and each underwriter, at any time when a prospectus
      relating thereto is required to be delivered under the Securities Act, of (i)
      the filing of the Shelf Registration Statement or
      any
      other registration statement contemplated by this Agreement
      or any
      prospectus or prospectus supplement to be used in connection therewith, or
      any
      amendment or supplement thereto, and, with respect to such Shelf Registration
      Statement or any other registration statement contemplated by this Agreement
      or
      any post-effective amendment thereto, when the same has become effective; and
      (ii) any written comments from the Commission with respect to any filing
      referred to in clause (i) and any written request by the Commission for
      amendments or supplements to the Shelf Registration Statement or any other
      registration statement contemplated by this Agreement or any prospectus or
      prospectus supplement thereto;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (f)  immediately
      notify each Selling Holder and each underwriter, at any time when a prospectus
      relating thereto is required to be delivered under the Securities Act, of (i)
      the happening of any event as a result of which the prospectus or prospectus
      supplement contained in the Shelf Registration Statement or
      any
      other registration statement contemplated by this Agreement,
      as then
      in effect, includes an untrue statement of a material fact or omits to state
      any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then existing; (ii)
      the
      issuance or threat of issuance by the Commission of any stop order suspending
      the effectiveness of the Shelf Registration Statement or
      any
      other registration statement contemplated by this Agreement,
      or the
      initiation of any proceedings for that purpose; or (iii) the receipt by the
      Partnership of any notification with respect to the suspension of the
      qualification of any Registrable Securities for sale under the applicable
      securities or blue sky laws of any jurisdiction. Following the provision of
      such
      notice, the Partnership agrees to as promptly as practicable amend or supplement
      the prospectus or prospectus supplement or take other appropriate action so
      that
      the prospectus or prospectus supplement does not include an untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary to make the statements therein not misleading in the light of
      the
      circumstances then existing and to take such other action as is necessary to
      remove a stop order, suspension, threat thereof or proceedings related
      thereto;

     

    (g)  in
      the
      case of an Underwritten Offering, furnish upon request, (i) an opinion of
      counsel for the Partnership, dated the effective date of the applicable
      registration statement or the date of any amendment or supplement thereto,
      and a
      letter of like kind dated the date of the closing under the underwriting
      agreement, and (ii) a “cold comfort” letter, dated the pricing date of such
      Underwritten Offering and a letter of like kind dated the date of the closing
      under the underwriting agreement, in each case, signed by the independent public
      accountants who have certified the Partnership’s financial statements included
      or incorporated by reference into the applicable registration statement, and
      each of the opinion and the “cold comfort” letter shall be in customary form and
      covering substantially the same matters with respect to such registration
      statement (and the prospectus and any prospectus supplement included therein)
      as
      have been customarily covered in opinions of issuer’s counsel and in
      accountants’ letters delivered to the underwriters in Underwritten Offerings of
      securities by the Partnership and such other matters as such underwriters and
      Selling Holders may reasonably request;

     

    (h)  otherwise
      use its commercially reasonable efforts to comply with all applicable rules
      and
      regulations of the Commission, and make available to its security holders,
      as
      soon as reasonably practicable, an earnings statement, which earnings statement
      shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
      158
      promulgated thereunder;

     

    (i)  make
      available to the appropriate representatives of the Managing Underwriter and
      Selling Holders access to such information and Partnership personnel as is
      reasonable and customary to enable such parties to establish a due diligence
      defense under the Securities Act; 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (j)  cause
      all
      such Registrable Securities registered pursuant to this Agreement to be listed
      on each securities exchange or nationally recognized quotation system on which
      similar securities issued by the Partnership are then listed;

     

    (k)  use
      its
      commercially reasonable efforts to cause the Registrable Securities to be
      registered with or approved by such other governmental agencies or authorities
      as may be necessary by virtue of the business and operations of the Partnership
      to enable the Selling Holders to consummate the disposition of such Registrable
      Securities; 

     

    (l)  provide
      a
      transfer agent and registrar for all Registrable Securities covered by such
      registration statement not later than the effective date of such registration
      statement;

     

    (m)  enter
      into customary agreements and take such other actions as are reasonably
      requested by the Selling Holders or the underwriters, if any, in order to
      expedite or facilitate the disposition of such Registrable Securities;
      and

     

    (n)  the
      Partnership agrees that, if any Purchaser could reasonably be deemed to be
      an
“underwriter”, as defined in Section 2(a)(11) of the Securities Act, in
      connection with the Shelf Registration Statement, in addition to its obligations
      set forth in paragraph (i) above, at any Purchaser’s request, (A) the
      Partnership will furnish to such Purchaser, on the date of the effectiveness
      of
      the Shelf Registration Statement and thereafter from time to time on such dates
      as such Purchaser may reasonably request, an opinion of counsel for the
      Partnership and, to the extent practicable, a “cold comfort” letter signed by
      the independent public accountants who have certified the Partnership’s
      financial statements included or incorporated by reference into the Shelf
      Registration Statement, and each of the opinion and “cold comfort” letter shall
      be in customary form and covering substantially the same matters with respect to
      the Shelf Registration Statement as have been customarily covered in opinions
      of
      issuer’s counsel and accountants’ letters delivered to the underwriters in
      Underwritten Offerings of securities of the Partnership and (B) the
      Partnership will also permit legal counsel to such Purchaser to review and
      comment upon the Shelf Registration Statement at least five Business Days prior
      to its filing with the Commission and all amendments and supplements thereto
      (excluding any filings made under the Securities Exchange Act of 1934 and
      incorporated therein by reference) within a reasonable time period prior to
      their filing with the Commission and not file any Shelf Registration Statement
      or amendment or supplement thereto (excluding any filings made under the
      Securities Exchange Act of 1934 and incorporated therein by reference) in a
      form
      to which such Purchaser’s legal counsel reasonably objects.

     

    Each
      Selling Holder, upon receipt of notice from the Partnership of the happening
      of
      any event of the kind described in subsection (f) of this Section
      2.04,
      shall
      forthwith discontinue disposition of the Registrable Securities until such
      Selling Holder’s receipt of the copies of the supplemented or amended prospectus
      contemplated by subsection (f) of this Section
      2.04
      or until
      it is advised in writing by the Partnership that the use of the prospectus
      may
      be resumed, and has received copies of any additional or supplemental filings
      incorporated by reference in the prospectus, and, if so directed by the
      Partnership, such Selling Holder will, or will request the managing underwriter
      or underwriters, if any, to deliver to the Partnership (at the Partnership’s
      expense) all copies in their possession or control, other than permanent file
      copies then in such Selling Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      2.05  Cooperation
      by Holders.
      The
      Partnership shall have no obligation to include in the Shelf Registration
      Statement, or in an Underwritten Offering pursuant to Section
      2.2(a),
      Common
      Units of a Selling Holder who has failed to timely furnish such information
      that, in the opinion of counsel to the Partnership, is reasonably required
      in
      order for the registration statement or prospectus supplement, as applicable,
      to
      comply with the Securities Act.

     

    Section
      2.06  Restrictions
      on Public Sale by Holders of Registrable Securities.
      For one
      year following the Closing Date, each Holder of Registrable Securities who
      is
      included in the Shelf Registration Statement agrees not to effect any public
      sale or distribution of the Registrable Securities during the 30-day period
      following completion of an Underwritten Offering of equity securities by the
      Partnership (except as provided in this Section
      2.06);
      provided,
      however,
      that
      the duration of the foregoing restrictions shall be no longer than the duration
      of the shortest restriction generally imposed by the underwriters on the
      officers or directors or any other unitholder of the Partnership on whom a
      restriction is imposed. In
      addition, the lock-up provisions in this Section
      2.06
      shall
      not apply with respect to a Holder that (A) owns less than $15 million of
      Purchased Units, based on the purchase price per unit under the Purchase
      Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant
      to
Section
      2.02(a)
      or (C)
      has submitted a notice requesting the inclusion of Registrable Securities in
      an
      Underwritten Offering pursuant to Section
      2.02(a)
      but is
      unable to do so as a result of the priority provisions contained in Section
      2.02(b).

     

    Section
      2.07  Expenses.

     

    (a)  Expenses.
      The
      Partnership will pay all reasonable Registration Expenses as determined in
      good
      faith, including, in the case of an Underwritten Offering, whether or not any
      sale is made pursuant to such Underwritten Offering. Each Selling Holder shall
      pay all Selling Expenses in connection with any sale of its Registrable
      Securities hereunder. In addition, except as otherwise provided in Section
      2.08
      hereof,
      the Partnership shall not be responsible for legal fees incurred by Holders
      in
      connection with the exercise of such Holders’ rights hereunder. 

     

    (b)  Certain
      Definitions.
      “Registration
      Expenses”
means
      all expenses incident to the Partnership’s performance under or compliance with
      this Agreement to effect the registration of Registrable Securities on the
      Shelf
      Registration Statement pursuant to Section
      2.01
      or an
      Underwritten Offering covered under this Agreement, and the disposition of
      such
      securities, including, without limitation, all registration, filing, securities
      exchange listing and NYSE fees, all registration, filing, qualification and
      other fees and expenses of complying with securities or blue sky laws (other
      than fees and expenses of counsel to the Managing Underwriter in connection
      with
      an Underwritten Offering), fees of the National Association of Securities
      Dealers, Inc., fees of transfer agents and registrars, all word processing,
      duplicating and printing expenses, any transfer taxes and the fees and
      disbursements of counsel and independent public accountants for the Partnership,
      including the expenses of any special audits or “cold comfort” letters required
      by or incident to such performance and compliance. “Selling
      Expenses”
means
      all underwriting fees, discounts and selling commissions allocable to the sale
      of the Registrable Securities.

     

    Section
      2.08  Indemnification.

     

    (a)  By
      the
      Partnership.
      In the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Partnership will indemnify and hold harmless
      each Selling Holder thereunder, its directors, officers, employees and agents,
      and each underwriter, pursuant to the applicable underwriting agreement with
      such underwriter, of Registrable Securities thereunder and each Person, if
      any,
      who controls such Selling Holder within the meaning of the Securities Act and
      the Exchange Act, and its directors, officers, employees or agents, against
      any
      losses, claims, damages, expenses or liabilities (including reasonable
      attorneys’ fees and expenses) (collectively, “Losses”),
      joint
      or several, to which such Selling Holder, director, officer, employee, agent
      or
      underwriter or controlling Person may become subject under the Securities Act,
      the Exchange Act or otherwise, insofar as such Losses (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Shelf Registration Statement or any other
      registration statement contemplated by this Agreement, any preliminary
      prospectus, free writing prospectus or final prospectus contained therein,
      or
      any amendment or supplement thereto, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein (in the case of
      a
      prospectus, in light of the circumstances under which they were made) not
      misleading, and will reimburse each such Selling Holder, its directors,
      officers, employee and agents, each such underwriter and each such controlling
      Person for any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such Loss or actions or proceedings;
provided,
      however,
      that
      the Partnership will not be liable in any such case if and to the extent that
      any such Loss arises out of or is based upon an untrue statement or alleged
      untrue statement or omission or alleged omission so made in conformity with
      information furnished by such Selling Holder, its directors, officers, employees
      and agents or any underwriter or such controlling Person in writing specifically
      for use in the Shelf Registration Statement or such other registration statement
      contemplated by this Agreement, or any preliminary prospectus, free writing
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereto, as applicable. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such Selling Holder
      or
      any such directors, officers, employees agents or any underwriter or controlling
      Person, and shall survive the transfer of such securities by such Selling
      Holder.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b)  By
      Each Selling Holder.
      Each
      Selling Holder agrees severally and not jointly to indemnify and hold harmless
      the Partnership, its directors, officers, employees and agents and each Person,
      if any, who controls the Partnership within the meaning of the Securities Act
      or
      of the Exchange Act, and its directors, officers, employees and agents, to
      the
      same extent as the foregoing indemnity from the Partnership to the Selling
      Holders, but only with respect to information regarding such Selling Holder
      furnished in writing by or on behalf of such Selling Holder expressly for
      inclusion in the Shelf Registration Statement or any other registration
      statement contemplated by this Agreements, or any preliminary prospectus, free
      writing prospectus or final prospectus contained therein, or any amendment
      or
      supplement thereto. 

     

    (c)  Notice.
      Promptly after receipt by an indemnified party hereunder of notice of the
      commencement of any action, such indemnified party shall, if a claim in respect
      thereof is to be made against the indemnifying party hereunder, notify the
      indemnifying party in writing thereof, but the omission so to notify the
      indemnifying party shall not relieve it from any liability which it may have
      to
      any indemnified party other than under this Section
      2.08.
      In any
      action brought against any indemnified party, it shall notify the indemnifying
      party of the commencement thereof. The indemnifying party shall be entitled
      to
      participate in and, to the extent it shall wish, to assume and undertake the
      defense thereof with counsel reasonably satisfactory to such indemnified party
      and, after notice from the indemnifying party to such indemnified party of
      its
      election so to assume and undertake the defense thereof, the indemnifying party
      shall not be liable to such indemnified party under this Section
      2.08
      for any
      legal expenses subsequently incurred by such indemnified party in connection
      with the defense thereof other than reasonable costs of investigation and of
      liaison with counsel so selected; provided,
      however,
      that,
      (i) if the indemnifying party has failed to assume the defense or employ counsel
      reasonably acceptable to the indemnified party or (ii) if the defendants in
      any
      such action include both the indemnified party and the indemnifying party and
      counsel to the indemnified party shall have concluded that there may be
      reasonable defenses available to the indemnified party that are different from
      or additional to those available to the indemnifying party, or if the interests
      of the indemnified party reasonably may be deemed to conflict with the interests
      of the indemnifying party, then the indemnified party shall have the right
      to
      select a separate counsel and to assume such legal defense and otherwise to
      participate in the defense of such action, with the reasonable expenses and
      fees
      of such separate counsel and other reasonable expenses related to such
      participation to be reimbursed by the indemnifying party as incurred.
      Notwithstanding any other provision of this Agreement, no indemnified party
      shall settle any action brought against it with respect to which it is entitled
      to indemnification hereunder without the consent of the indemnifying party,
      unless the settlement thereof imposes no liability or obligation on, and
      includes a complete and unconditional release from all liability of, the
      indemnifying party.

     

    (d)  Contribution.
      If the
      indemnification provided for in this Section
      2.08
      is held
      by a court or government agency of competent jurisdiction to be unavailable
      to
      any indemnified party or is insufficient to hold them harmless in respect of
      any
      Losses, then each such indemnifying party, in lieu of indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such Loss in such proportion as is appropriate
      to reflect the relative fault of the indemnifying party on the one hand and
      of
      such indemnified party on the other in connection with the statements or
      omissions which resulted in such Losses, as well as any other relevant equitable
      considerations; provided,
      however,
      that in
      no event shall such Selling Holder be required to contribute an aggregate amount
      in excess of the dollar amount of proceeds (net of Selling Expenses) received
      by
      such Selling Holder from the sale of Registrable Securities giving rise to
      such
      indemnification. The relative fault of the indemnifying party on the one hand
      and the indemnified party on the other shall be determined by reference to,
      among other things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact has been
      made
      by, or relates to, information supplied by such party, and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The parties hereto agree that it would not be just
      and equitable if contributions pursuant to this paragraph were to be determined
      by pro rata allocation or by any other method of allocation which does not
      take
      account of the equitable considerations referred to herein. The amount paid
      by
      an indemnified party as a result of the Losses referred to in the first sentence
      of this paragraph shall be deemed to include any legal and other expenses
      reasonably incurred by such indemnified party in connection with investigating
      or defending any Loss which is the subject of this paragraph. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any Person who is not
      guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (e)  Other
      Indemnification.
      The
      provisions of this Section
      2.08
      shall be
      in addition to any other rights to indemnification or contribution which an
      indemnified party may have pursuant to law, equity, contract or
      otherwise.

     

    Section
      2.09  Rule
      144 Reporting.
      With a
      view to making available the benefits of certain rules and regulations of the
      Commission that may permit the sale of the Registrable Securities to the public
      without registration, the Partnership agrees to use its commercially reasonable
      efforts to:

     

    (a)  Make
      and
      keep public information regarding the Partnership available, as those terms
      are
      understood and defined in Rule 144 under the Securities Act, at all times from
      and after the date hereof;

     

    (b)  File
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Partnership under the Securities Act and the Exchange Act at all times
      from
      and after the date hereof; and

     

    (c)  So
      long
      as a Holder owns any Registrable Securities, furnish to such Holder forthwith
      upon request a copy of the most recent annual or quarterly report of the
      Partnership, and such other reports and documents so filed as such Holder may
      reasonably request in availing itself of any rule or regulation of the
      Commission allowing such Holder to sell any such securities without
      registration.

     

    Section
      2.10  Transfer
      or Assignment of Registration Rights.
      The
      rights to cause the Partnership to register Registrable Securities granted
      to
      the Purchasers by the Partnership under this Article
      II
      may be
      transferred or assigned by any Purchaser to one or more transferee(s) or
      assignee(s) of such Registrable Securities; provided,
      however,
      that
      (a) unless such transferee is an Affiliate or a swap counterpart of such
      Purchaser, each such transferee or assignee holds Registrable Securities
      representing at least $15 million of the Purchased Units, based on the purchase
      price per unit under the Purchase Agreement, (b) the Partnership is given
      written notice prior to any said transfer or assignment, stating the name and
      address of each such transferee and identifying the securities with respect
      to
      which such registration rights are being transferred or assigned, and (c) each
      such transferee assumes in writing responsibility for its portion of the
      obligations of such Purchaser under this Agreement.

     

    Section
      2.11  Limitation
      on Subsequent Registration Rights.
      From
      and after the date hereof, the Partnership shall not, without the prior written
      consent of the Holders of a majority of the outstanding Registrable Securities,
      enter into any agreement with any current or future holder of any securities
      of
      the Partnership that would allow such current or future holder to require the
      Partnership to include securities in any registration statement filed by the
      Partnership on a basis that is superior in any way to the piggyback rights
      granted to the Purchasers hereunder.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

    MISCELLANEOUS

     

    Section
      3.01  Communications.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by facsimile, electronic mail, courier service or personal
      delivery:

     

    (a)  if
      to
      Purchaser, to the address set forth in Schedule 8.07 to the Purchase
      Agreement;

     

    (b)  if
      to a
      transferee of Purchaser, to such Holder at the address provided pursuant to
      Section
      2.10
      above;
      and 

     

    (c)  if
      to the
      Partnership at 370 17th
      Street,
      Suite 2775, Denver, Colorado 80202 (facsimile: 303-___-____).

     

    All
      such
      notices and communications shall be deemed to have been received at the time
      delivered by hand, if personally delivered; when receipt acknowledged, if sent
      via facsimile or sent via Internet electronic mail; and when actually received,
      if sent by courier service or any other means.

     

    Section
      3.02  Successor
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties, including subsequent Holders of Registrable
      Securities to the extent permitted herein.

     

    Section
      3.03  Assignment
      of Rights.
      All or
      any portion of the rights and obligations of any Purchaser under this Agreement
      may be transferred or assigned by such Purchaser in accordance with Section
      2.10
      hereof.

     

    Section
      3.04  Recapitalization,
      Exchanges, Etc. Affecting the Common Units.
      The
      provisions of this Agreement shall apply to the full extent set forth herein
      with respect to any and all units of the Partnership or any successor or assign
      of the Partnership (whether by merger, consolidation, sale of assets or
      otherwise) which may be issued in respect of, in exchange for or in substitution
      of, the Registrable Securities, and shall be appropriately adjusted for
      combinations, unit splits, recapitalizations and the like occurring after the
      date of this Agreement.

     

    Section
      3.05  Specific
      Performance.
      Damages
      in the event of breach of this Agreement by a party hereto may be difficult,
      if
      not impossible, to ascertain, and it is therefore agreed that each such Person,
      in addition to and without limiting any other remedy or right it may have,
      will
      have the right to an injunction or other equitable relief in any court of
      competent jurisdiction, enjoining any such breach, and enforcing specifically
      the terms and provisions hereof, and each of the parties hereto hereby waives
      any and all defenses it may have on the ground of lack of jurisdiction or
      competence of the court to grant such an injunction or other equitable relief.
      The existence of this right will not preclude any such Person from pursuing
      any
      other rights and remedies at law or in equity which such Person may
      have.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      3.06  Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, including facsimile counterparts, each of
      which
      counterparts, when so executed and delivered, shall be deemed to be an original
      and all of which counterparts, taken together, shall constitute but one and
      the
      same Agreement.

     

    Section
      3.07  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    Section
      3.08  Governing
      Law.
      The
      Laws of the State of New York shall govern this Agreement without regard to
      principles of conflict of Laws. 

     

    Section
      3.09  Severability
      of Provisions.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof or affecting or impairing the validity or enforceability
      of
      such provision in any other jurisdiction.

     

    Section
      3.10  Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein with respect to the rights granted
      by
      the Partnership set forth herein. This Agreement and the Purchase Agreement
      supersede all prior agreements and understandings between the parties with
      respect to such subject matter.

     

    Section
      3.11  Amendment.
      This
      Agreement may be amended only by means of a written amendment signed by the
      Partnership and the Holders of a majority of the then outstanding Registrable
      Securities; provided,
      however,
      that no
      such amendment shall materially and adversely affect the rights of any Holder
      hereunder without the consent of such Holder.

     

    Section
      3.12  No
      Presumption.
      If any
      claim is made by a party relating to any conflict, omission, or ambiguity in
      this Agreement, no presumption or burden of proof or persuasion shall be implied
      by virtue of the fact that this Agreement was prepared by or at the request
      of a
      particular party or its counsel.

     

    Section
      3.13  Aggregation
      of Purchased Units.
      All
      Purchased Units held or acquired by Persons who are Affiliates of one another
      shall be aggregated together for the purpose of determining the availability
      of
      any rights under this Agreement.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      3.14  Obligations
      Limited to Parties to Agreement.
      Each of
      the Parties hereto covenants, agrees and acknowledges that no Person other
      than
      the Purchasers shall have any obligation hereunder and that, notwithstanding
      that one or more of the Purchasers may be a corporation, partnership or limited
      liability company, no recourse under this Agreement or under any documents
      or
      instruments delivered in connection herewith or therewith shall be had against
      any former, current or future director, officer, employee, agent, general or
      limited partner, manager, member, stockholder or Affiliate of any of the
      Purchaser or any former, current or future director, officer, employee, agent,
      general or limited partner, manager, member, stockholder or Affiliate of any
      of
      the foregoing, whether by the enforcement of any assessment or by any legal
      or
      equitable proceeding, or by virtue of any applicable Law, it being expressly
      agreed and acknowledged that no personal liability whatsoever shall attach
      to,
      be imposed on or otherwise by incurred by any former, current or future
      director, officer, employee, agent, general or limited partner, manager, member,
      stockholder or Affiliate of any of the Purchasers or any former, current or
      future director, officer, employee, agent, general or limited partner, manager,
      member, stockholder or Affiliate of any of the foregoing, as such, for any
      obligations of the Purchasers under this Agreement or any documents or
      instruments delivered in connection herewith or therewith or for any claim
      based
      on, in respect of or by reason of such obligation or its creation, except in
      each case for any assignee of a Purchaser hereunder.

     

    Section
      3.15  Interpretation.
      Article
      and Section references to this Agreement, unless otherwise specified. All
      references to instruments, documents, contracts and agreements are references
      to
      such instruments, documents, contracts and agreements as the same may be
      amended, supplemented and otherwise modified from time to time, unless otherwise
      specified. The word “including” shall mean “including but not limited to.”
Whenever any determination, consent or approval is to be made or given by a
      Purchaser under this Agreement, such action shall be in such Purchaser’s sole
      discretion unless otherwise specified.

     

    [Signature
      pages to follow]

    


     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of
      the
      date first above written. 

     

    DCP
      MIDSTREAM PARTNERS, LP

    


    By:
       DCP
      Midstream Partners GP, LP, 

      its
      General Partner

    


    By:
       DCP
      Midstream Partners GP, LLC,

      its
      General Partner

    


    


    By: 

      
        

      

    

    Name:  

      
        

      

    

    Title:  

      
        

      

    

     

    


    [PURCHASERS]