Common use of Guarantee of Payment; Continuing Guarantee Clause in Contracts

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. BORROWERS: POTLATCH CORPORATION, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCA, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, Each of the parties hereto have caused a counterpart of this Agreement to be duly executed as of the date first above written. BORROWERS: POTLATCH CORPORATIONHEALTH CARE PROPERTY INVESTORS, a Delaware corporation INC., as Borrower By: /s/ Xxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: Authorized Signatory BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxx Xxx Title: Asistant Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION BANC OF AMERICA SECURITIES LLC, as a Lender Joint Lead Arranger and Joint Bookrunner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCAPrincipal UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxxx Xxxxxx Richart L. Taviow Name: Xxxxx Xxxxxx Richart L. Taviow Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION Director Banking Products Services, US By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director Banking Products Services, US UBS SECURITIES LLC, as a Joint Lead Arranger, Joint Bookrunner and Syndication Agent By: /s/ Richart L. Taviow Name: Richart L. Taviow Title: Director Banking Products Services, US By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director Banking Products Services, US JPMORGAN CHASE BANK, N.A., as a Co-Documentation Agent and Lender By: /s/ Xxxxxxx Xxxxx X. Xxxxx, Xx. Xxxx Name: Xxxxxxx Xxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 9.6 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, the [Signature pages to follow] The parties hereto have caused this Agreement to be executed by their duly executed authorized officers, all as of the day and year first written above. BORROWER: DCP MIDSTREAM OPERATING, LP By: /s/ Xxx X. Xxxxxx XX Name: Xxx X. Xxxxxx XX Title: Vice President and Treasurer GUARANTOR: DCP MIDSTREAM, LP By: DCP Midstream GP, LP, its General Partner By: DCP Midstream GP, LLC, its General Partner By: /s/ Xxx X. Xxxxxx XX Name: Xxx X. Xxxxxx XX Title: Vice President and Assistant Treasurer XXXXXXXX 66 COMPANY, as the Lender By: /s/ Xxx X. Xxxxxx XX Name: Xxx X. Xxxxxx XX Title: Vice President and Treasurer EXHIBIT A FORM OF NOTICE OF BORROWING Dated as of: _______________ Xxxxxxxx 66 Company, as Lender 0000 XxxxXxxx Xxxx. Houston, TX 77042 Attention: Xxx X. Xxxxxx Vice President and Treasurer Telephone: 000-000-0000 Email: XxxxXxxxxxxxxx0@x00.xxx Ladies and Gentlemen: This irrevocable Notice of Borrowing is delivered to you pursuant to Section 2.2 of the Credit Agreement dated as of June 15, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), DCP Midstream, LP, a Delaware limited partnership, as Parent, and Xxxxxxxx 66 Company as Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Borrower hereby requests that the Lender make a Revolving Credit Loan to the Borrower in the aggregate principal amount of $__________. (Complete with an amount in accordance with Section 2.2 of the Credit Agreement.) The Borrower hereby requests that such Revolving Credit Loan be made on: ________________. (Complete with a Business Day in accordance with Section 2.2 of the Credit Agreement). The interest rate option applicable to the requested Revolving Credit Loans shall be the following, plus the Applicable Margin1: ☐ the Base Rate ☐ the Adjusted Term SOFR for an Interest Period of one month The aggregate principal amount of all Revolving Credit Loans outstanding as of the date hereof (including the Revolving Credit Loan requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement. All of the conditions applicable to the Revolving Credit Loan requested herein as set forth in the Credit Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Revolving Credit Loan. 1 Complete with the Base Rate or Adjusted Term SOFR The undersigned has executed this Notice of Borrowing as of the day and year first above writtenwritten above. BORROWERS: POTLATCH CORPORATIONDCP MIDSTREAM OPERATING, a Delaware corporation LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive EXHIBIT B FORM OF NOTICE OF ACCOUNT DESIGNATION Dated as of: _______________ Xxxxxxxx 66 Company, as Lender 0000 XxxxXxxx Xxxx. Houston, TX 77042 Attention: Xxx X. Xxxxxx Vice President and CFO POTLATCH FOREST HOLDINGSTreasurer Telephone: 000-000-0000 Email: XxxxXxxxxxxxxx0@x00.xxx Ladies and Gentlemen: This Notice of Account Designation is delivered to you pursuant to Section 2.2(b) of the Credit Agreement dated as of June 15, INC.2023 (as amended, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and CFO POTLATCH LAND & LUMBERamong DCP Midstream Operating, LLCLP, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLCpartnership (the “Borrower”), DCP Midstream, LP, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A.partnership, as Administrative Agent By: /s/ Xxxxxx Parent, and Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICA, N.A., 66 Company as a Lender, an L/C Issuer . Capitalized terms used herein and Swing Line Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCA, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice Presidentnot defined herein shall have the meanings assigned thereto in the Credit Agreement.

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOFAll Obligations which are incurred by two or more Credit Parties shall be their joint and several obligations and liabilities. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] Spectra Energy Partners OLP, LP Credit Agreement Each of the parties hereto have has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERSBORROWER: POTLATCH CORPORATIONSPECTRA ENERGY PARTNERS OLP, a Delaware corporation LP By: /s/ Xxxx Lxx X. Xxxxxxxx Name: Lxx X. Xxxxxxxx Title: Chief Financial Officer PARENT GUARANTOR: SPECTRA ENERGY PARTNERS, LP By: Spectra Energy Partners (DE) GP, LP By: Spectra Energy Partners GP, LLC By: /s/ Lxx X. Xxxxxxxx Name: Lxx X. Xxxxxxxx Title: Chief Financial Officer Spectra Energy Partners OLP, LP Credit Agreement LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Lxxxxxxx X. Xxxxxxxx Name: Lxxxxxxx X. Xxxxxxxx Title: Managing Director Spectra Energy Partners OLP, LP Credit Agreement CITIBANK, N.A., as a Lender By: /s/ Dxxxx Xxxxxxxx Name: Dxxxx Xxxxxxxx Title: Attorney-in-Fact Spectra Energy Partners OLP, LP Credit Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Rxx Xxxxxxx Name: Xxxx X. Rxx Xxxxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGSDirector Spectra Energy Partners OLP, INC.LP Credit Agreement THE ROYAL BANK OF SCOTLAND PLC, as a Delaware corporation Lender By: /s/ Xxxx X. Xxxxxxx Mxxxxxx Main Name: Xxxx X. Xxxxxxx Mxxxxxx Main Title: Executive Vice President and CFO POTLATCH LAND & LUMBERManaging Director Spectra Energy Partners OLP, LLCLP Credit Agreement SUNTRUST BANK, as a Delaware limited liability company Lender By: /s/ Xxxx X. Xxxxxxx Yxxx Xxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Yxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION Spectra Energy Partners OLP, LP Credit Agreement BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Gxxx Xxxxx Name: Gxxx Xxxxx Title: Vice President Spectra Energy Partners OLP, LP Credit Agreement BARCLAYS BANK PLC, as a Lender By: /s/ Sxxxxx Xxxxxx Name: Sxxxxx Xxxxxx Title: Director Spectra Energy Partners OLP, LP Credit Agreement THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Lender By: /s/ Chi-Cxxxx Xxxx Name: Chi-Cxxxx Xxxx Title: Authorized Signatory Spectra Energy Partners OLP, LP Credit Agreement CREDIT SUISSE, Cayman Islands Branch, as a Lender By: /s/ Txxxxx Xxxxxxxx Name: Txxxxx Xxxxxxxx Title: Director By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Associate Spectra Energy Partners OLP, LP Credit Agreement DEUTSCHE BANK AG, as a Lender By: /s/ Rxxxxx Xxxxx Name: Rxxxxx Xxxxx Title: Vice President By: /s/ Hxxxx Xxxxxxxxx Name: Hxxxx Xxxxxxxxx Title: Vice President Spectra Energy Partners OLP, LP Credit Agreement LXXXXX BROTHERS COMMERCIAL BANK, as a Lender By: /s/ Bxxxx XxXxxx Name: Bxxxx XxXxxx Title: Authorized Signatory Spectra Energy Partners OLP, LP Credit Agreement MXXXXXX LXXXX BANK USA, as a Lender By: /s/ Lxxxx Xxxxx Name: Lxxxx Xxxxx Title: Director Spectra Energy Partners OLP, LP Credit Agreement MXXXXX SXXXXXX BANK, as a Lender By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Authorized Signatory Spectra Energy Partners OLP, LP Credit Agreement UBS LOAN FINANCE LLC, as a Lender By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Title: Associate Director By: /s/ Ixxx X. Xxxx Name: Ixxx X. Xxxx Title: Associate Director Spectra Energy Partners OLP, LP Credit Agreement ABN AMRO BANK N.V., as a Lender By: /s/ Jxxx X. Xxxx Name: Jxxx X. Xxxx Title: Assistant Vice President By: /s/ Txxx X. Xxxxxx Name: Txxx X. Xxxxxx Title: Assistant Vice President Spectra Energy Partners OLP, LP Credit Agreement KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Kxxxx X. Xxxxx Name: Kxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICESSpectra Energy Partners OLP, PCA, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice PresidentLP Credit Agreement

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, Each of the parties hereto have caused a counterpart of this Agreement to be duly executed as of the date first above written. BORROWERS: POTLATCH CORPORATIONHEALTH CARE PROPERTY INVESTORS, a Delaware corporation INC., as Borrower By: /s/ Xxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: Authorized Signatory BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxx Xxx Title: Assistant Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICA, N.A., as a Swing Line Lender, an L/C Issuer and Swing Line a Lender By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Senior Vice President BANC OF AMERICA SECURITIES LLC, as a Joint Lead Arranger and Joint Bookrunner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Principal UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director By: /s/ Xxxx X.Xxxx Name: Xxxx X.Xxxx Title: Associate Director UBS SECURITIES LLC, as a Joint Lead Arranger, Joint Bookrunner and Syndication Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director By: /s/ Xxxx X.Xxxx Name: Xxxx X.Xxxx Title: Associate Director JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President X.X. XXXXXX SECURITIES INC., as Joint Bookrunner By: /s/ Xxxx X. Xxxxx Xx. Name: Xxxx X. Xxxxx Xx. Title: Managing Director BARCLAYS BANK PLC, as Co-Documentation Agent and a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director BARCLAYS CAPITAL, as Joint Bookrunner By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Vice President XXXXXXX SACHS CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK PARTNERS L.P., as Co-Documentation Agent and a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory XXXXXXX XXXXX BANK USA, as Co-Documentation Agent and a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director XXXXX FARGO BANK, N.A., as a Senior Managing Agent and a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President CITICORP NORTH AMERICA, INC., as a Senior Managing Agent and a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Senior Managing Agent and a Lender By: /s/ Xxxx X’ Xxxx Name: XXXX X’ XXXX Title: DIRECTOR By: /s/ Xxxxxx Xxxxx Name: XXXXXX XXXXX Title: ASSOCIATE KEY BANK NATIONAL ASSOCIATION ASSOCIATION, as a Senior Managing Agent and a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Closing Officer SUNTRUST BANK, as a Senior Managing Agent and a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President THE BANK OF NOVA SCOTIA, as a Senior Managing Agent and a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director THE ROYAL BANK OF SCOTLAND plc, as a Senior Managing Agent and a Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice-President EMIGRANT BANK, as a Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: XXXXXXXX XXXXXXXXX Title: SENIOR EXECUTIVE, VICE PRESIDENT SCOTIABANC INC, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director THE BANK OF NEW YORK, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx, CFA Title: Vice President REGIONS BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: General Manager NATIONAL BANK OF EGYPT, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: General Manager FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as a Lender By: /s/ Chih-Tiao Shih Name: Chih-Tiao Shih Title: SVAP & Deputy General Manager KBC BANK N.V., as a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCABy: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: First Vice President LAND BANK OF TAIWAN, as a Lender By: /s/ Xxxxx X. X. Xxx Name: Xxxxx X. X. Xxx Title: VP & General Manager MIDFIRST BANK, A FEDERALLY CHARTERED SAVINGS ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. National Lending TAIWAN BUSINESS BANK, as a Lender By: /s/ Xxx Xxxx Name: XXX XXXX Title: VP & GENERAL MANAGER THE TAIPEI FUBON COMMERCIAL BANK, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: VP & General Manager XXX XXX COMMERCIAL BANK, LTD. NEW YORK AGENCY, as a Lender By: /s/ Te-Xxxx Xxxx Name: Te-Xxxx Xxxx Title: Assistant Vice President XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender By: /s/ Xxx X. X. Xxxx Name: Xxx X. X. Xxxx Title: VP & General Manager BANK NATIONAL ASSOCIATION OF THE WEST, A CALIFORNIA BANKING CORPORATION, as a Lender By: /s/ Chulk Weeragooriya Name: CHULK WEERAGOORIYA Title: SENIOR VICE PRESIDENT BANK OF THE WEST, A CALIFORNIA BANKING CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxx Name: XXXXX X. XXXX Title: VICE PRESIDENT MEGA INTERNATIONAL COMMERICAL BANK, CO., LTD. LOS ANGELES BRANCH, as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. X. Xxxxx Name: Xxxxxxx X. Xxxxx, Xx X. Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO VP & Deputy GM THE CHIBA BANK, NATIONAL ASSOCIATION LTD., NEW YORK BRANCH as a Lender By: /s/ Xxxxxxxx Xxxxx Morio Tsumita Name: Xxxxxxxx Xxxxx Morio Tsumita Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice PresidentGeneral Manager

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOFAll Obligations which are incurred by two or more Credit Parties shall be their joint and several obligations and liabilities. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] 85 Spectra Energy Partners OLP, LP Credit Agreement Each of the parties hereto have has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERSBORROWER: POTLATCH CORPORATIONSPECTRA ENERGY PARTNERS OLP, LP By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Chief Financial Officer PARENT GUARANTOR: SPECTRA ENERGY PARTNERS, LP By: Spectra Energy Partners (DE) GP, LP By: Spectra Energy Partners GP, LLC By: /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Chief Financial Officer Credit Agreement LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as a Delaware corporation Lender By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Managing Director Credit Agreement CITIBANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact S-3 Spectra Energy Partners OLP, LP Credit Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director Credit Agreement THE ROYAL BANK OF SCOTLAND PLC, as a Lender By: /s/ Xxxxxxx Main Name: Xxxxxxx Main Title: Managing Director Credit Agreement SUNTRUST BANK, as a Lender By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: Credit Agreement BANK OF AMERICA, N.A., as Administrative Agent a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President Credit Agreement BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director Credit Agreement THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Lender By: /s/ Chi-Xxxxx Xxxx Name: Chi-Xxxxx Xxxx Title: Authorized Signatory Credit Agreement CREDIT SUISSE, Cayman Islands Branch as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Associate Credit Agreement DEUTSCHE BANK OF AMERICA, N.A.AG, as a LenderLender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President Credit Agreement XXXXXX BROTHERS COMMERCIAL BANK, an L/C Issuer and Swing Line as a Lender By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: Authorized Signatory S-12 Spectra Energy Partners OLP, LP Credit Agreement XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Credit Agreement XXXXXX XXXXXXX BANK, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Credit Agreement UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director Credit Agreement ABN AMRO BANK N.V., as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Assistant Vice President By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Assistant Vice President Credit Agreement KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION as Credit Agreement Schedule 1.1 Commitment Percentages Name of Lender Commitment Commitment Percentage Wachovia Bank, National Association $ 38,500,000 7.700000 % Citibank, N.A. $ 38,500,000 7.700000 % JPMorgan Chase Bank, N.A. $ 31,000,000 6.200000 % The Royal Bank of Scotland plc $ 31,000,000 6.200000 % SunTrust Bank $ 31,000,000 6.200000 % Bank of America, N.A. $ 31,000,000 6.200000 % Barclays Bank PLC $ 31,000,000 6.200000 % The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch $ 31,000,000 6.200000 % Credit Suisse $ 31,000,000 6.200000 % Deutsche Bank AG $ 31,000,000 6.200000 % Xxxxxx Brothers Commercial Bank $ 31,000,000 6.200000 % Xxxxxxx Xxxxx Bank USA $ 31,000,000 6.200000 % Xxxxxx Xxxxxxx Bank $ 31,000,000 6.200000 % UBS Loan Finance LLC $ 31,000,000 6.200000 % ABN AMRO Bank N.V. $ 31,000,000 6.200000 % KeyBank, National Association $ 20,000,000 4.000000 % Total $ 500,000,000 100 % Schedule 6.13 Credit Parties and Subsidiaries Company Owner(s) Interest(s) Spectra Energy Partners, LP Spectra Energy Partners (DE) GP, LP Spectra Energy Southeast Pipeline Corporation Public 2% general partner interest 79.6% limited partner interest 18.4% limited partner interest Spectra Energy Partners OLP GP, LLC Spectra Energy Partners, LP 100% LLC membership interest Spectra Energy Partners OLP, LP Spectra Energy Partners OLP GP, LLC Spectra Energy Partners, LP 0.001% general partner interest 99.999% limited partner interest East Tennessee Natural Gas, LLC Spectra Energy Partners OLP, LP 100% LLC membership interest Gulfstream Natural Gas System, L.L.C.1 Spectra Energy Partners OLP, LP Spectra Energy Southeast Pipeline Corporation 24.5% LLC membership interest 25.5% LLC membership interest Spectra Energy Partners MHP Holding, LLC Spectra Energy Partners OLP, LP 100% LLC membership interest Market Hub Partners Holding, LLC Spectra Energy Partners MHP Holding, LLC Spectra Energy Southeast MHP Holding, LLC Spectra Energy MHP Holding, LLC 50% general partner interest 0.1% general partner interest 49.9% general partner interest Xxxx Hub Storage LLC Market Hub Partners Holding, LLC 100% LLC membership interest Xxxx Bluff Hub Partners, LLC Market Hub Partners Holding, LLC 100% LLC membership interest Xxxx Bluff Hub Partners, L.P. Market Hub Partners Holding, LLC Xxxx Bluff Hub Partners, LLC 99.983% limited partner interest 0.017% general partner interest 1 Remaining 50% LLC membership interest owned by The Xxxxxxxx Companies, Inc. Schedule 8.5 Affiliate Transactions Pipeline balancing Agreement between East Tennessee and Texas Eastern Transmission, LP, a Lender BySpectra Energy Corp affiliate (“Texas Eastern”) Pipeline balancing Agreement between East Tennessee and Saltville Gas Storage, LLC, a Spectra Energy Corp affiliate (“Saltville”) Pipeline balancing Agreement between East Tennessee and Spectra Energy Early Grove Company, a Spectra Energy Corp affiliate Interruptible Storage Service Agreement between East Tennessee and Saltville Firm Storage Agreement between East Tennessee and Spectra Energy Virginia Pipeline Company, a Spectra Energy Corp affiliate Interruptible Service Agreement between Xxxx and Texas Eastern Interruptible and Firm Storage Service Agreements between Xxxx Bluff and Texas Eastern Agreements between Xxxx and Texas Eastern re: /s/ Gas Balancing at Pipeline Interconnect Agreements between Xxxx Bluff and Texas Eastern re: Gas Balancing at Pipeline Interconnect Notices Borrower Spectra Energy Partners OLP, LP 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxx X. Xxxxxxxx, Xx., Vice President and CFO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with a copy to: Spectra Energy Partners GP, LLC c/o Spectra Energy Corporation 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxxxx Xxxxx, Director, Structured Finance Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: XXXxxxx@xxxxxxxxxxxxx.xxx Agent Wachovia Bank, National Association 000 Xxxxx Xxxxxxx Xxxxxx XX-0000, XX-00 Xxxxxxxxx, Xxxxx NameXxxxxxxx 00000-0000 Attn: Xxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxx.Xxxxxxxx@Xxxxxxxx.xxx Operations contact and copies to: Wachovia Bank, National Association Charlotte Plaza 000 Xxxxx Xxxxxxx Xxxxxx, XX-0 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attention: Xxxx Xxxxxxx, Syndication Agency Services Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxx.Xxxxxxx@xxxxxxxx.xxx Lenders Citibank, N.A. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxx, Managing Director Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxx.x.xxxxx@xxxxxxxxx.xxx Operations contact: Citibank, N.A. Xxx Xxxx’x Xxx Xxx Xxxxxx, XX 00000 Attn: Xxxxxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxxxx.xxxxxxx@xxxxxxxxx.xxx JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000-0000 Attn: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxxx.Xxxxxxx@xxxxxxxx.xxx Operations contact: JPMorgan Chase Bank, N.A. 0000 Xxxxxx, 10th Floor Houston, Texas 77002 Attn: Xxxxxx X. Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxxxx@xxxxxxxx.xxx The Royal Bank of Scotland plc 000 Xxxxxx Xxxxxx, Suite 6500 Houston, Texas 77002 Attn: Xxxxxxx Main Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxx@xxxx.xxx Operations contact: The Royal Bank of Scotland plc 000 Xxxx Xxxxxx- 0xx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICESXxx Xxxx, PCA, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. NameXxx Xxxx 00000 Attn: Xxxxxxx X. XxxxxXxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxxxxx@XXXX.xxx SunTrust Bank 000 Xxxxxxxxx Xxxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK00xx Floor Mail Code 1929 Xxxxxxx, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx NameXX 00000 Attn: Xxxx Xxxxxx TitleTelephone: Vice President000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxx.Xxxxxx@xxxxxxxx.xxx Operations contact: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, 00xx Floor Mail Code 1941 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxxxx.xxxxxxx@xxxxxxxx.xxx Bank of America, N.A. 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00000 Attn: Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxx.x.xxxxx@xxxxxxxxxxxxx.xxx Operations contact: Bank of America, N.A. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000 Attn: Xxxxxx Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxxxxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx Barclays Bank 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 212-412-7600 E-mail: xxxxxxxx.xxxx@xxxxxx.xxx Operations contact: Barclays Bank 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 Attn: Xxxxxxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxxxxxx.Xxxxxxxx@xxxxxx.xxx The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx@xx.xxxx.xx Operations contact: BTM Operations Office for the Americas c/o The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch 1251 Avenue of the Americas, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxx Xx, AVP Loan Operationg Dept. Telephone: 000-000-0000 Facsimile: 000-000-0000 or 000-000-0000 E-mail: Credit Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XxxXxxx 00000 Attn: Xxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxx.xxxxxxxx@xxxxxx-xxxxxx.xxx Operations contact: Credit Suisse Xxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Loan Closers Telephone: 000-000-0000 Facsimile: 212-325-9049 E-mail: xxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Deutsche Bank AG New York Branch 000 Xxxxxxxxx Xxxxxx, Xxxxx 00 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxxx Xxxxxxx, Director Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxxxxx@xx.xxx Operations contact: Deutsche Bank AG New York Branch 00 Xxxxxx Xxxxxx, Floor 1 Jersey City, New Jersey 07302 Attn: Xxx Xxxxxx, Deal Closers Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxx.xxxxxx@xx.xxx Xxxxxx Brothers Commercial Bank c/x Xxxxxx Brothers High Grade Loan Portfolio Group 000 0xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx@xxxxxx.xxx Operations contact: Xxxxxx Brothers Deal Closing & Servicing Department 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xx Telephone: 000-000-0000 Facsimile: 212-220-9606 E-Mail: xxxx@xxxxxx.xxx Xxxxxxx Xxxxx Bank USA 00 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxx Xxxx, Xxxx 00000 Attn: Xxxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxx_Xxxxx@xx.xxx Operations contact: Xxxxxxx Xxxxx Bank USA 00 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxx Xxxx, Xxxx 00000 Attn: Xxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxx_Xxxxxx@xx.xxx Xxxxxx Xxxxxxx Xxxx Xxx Xxxxxxxxxxx Xxxxx, 0xx Xxxxx 000 Xxxxxx Xxxxx West Brooklyn, New York 11201 Attn: Xxxx Dell”Aquila / Xxxxxx Xxxxxx Telephone: 000-000-0000 / 7285 Facsimile: 000-000-0000 / 7250 E-mail: Xxxx.Xxxx’xxxxxx@xxxxxxxxxxxxx.xxx / Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx Operations contact: Xxxxxx Xxxxxxx Bank Attn: Xxxxxx Xxxxxxx / Xx Xxxx Telephone: 00-00-0000-0000 / 0666 Facsimile: 000-000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx UBS Loan Finance LLC 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxxx.Xxxxxxx@XXX.xxx Operations contact: Same as above ABN AMRO Bank N.V. 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Credit Administration Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxxxxx@xxxxxxx.xxx With a copy to: ABN AMRO Bank N.V. 0000 Xxxx Xxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Xxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxx.xxxx@xxxxxxx.xxx Operations contact: ABN Amro Bank N.V. 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attn: Loan Administration Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxx.xxxx.x@xxxxxxx.xxx Key Bank, National Association 000 000xx Xxxxxx XX 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxx_x_xxxxx@xxxxxxx.xxx Operations contact: Key Bank, National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Attn: Xxxxxx X. Xxxxx-Xxxxx Telephone: 216-669- Facsimile: 216-669- E-mail: Xxxxxx_x_xxxxx-Xxxxx@xxxxxxx.xxx EXHIBIT 2.3 FORM OF NOTICE OF BORROWING TO: Wachovia Bank, National Association, as Administrative Agent under the Credit Agreement referred to below Charlotte Plaza 000 Xxxxx Xxxxxxx Xxxxxx, XX-0 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 RE: Credit Agreement dated as of May 24, 2007 among Spectra Energy Partners OLP, LP (“Borrower”), Spectra Energy Partners, LP (“Parent Guarantor”), the Lenders identified therein and Wachovia Bank, National Association, as Agent (the “Agent”) for the Lenders (as amended or otherwise modified from time to time, the “Credit Agreement”) DATE: ,

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOFDCP Midstream Operating, LP Amended and Restated Credit Agreement Each of the parties hereto have has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERSBORROWER: POTLATCH CORPORATIONDCP MIDSTREAM OPERATING, a Delaware corporation LP By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer GUARANTORS: DCP MIDSTREAM PARTNERS, LP By: DCP Midstream GP, LP its General Partner By: DCP Midstream GP, LLC its General Partner By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP MIDSTREAM OPERATING, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP ASSETS HOLDING GP, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP ASSETS HOLDING, LP By: DCP Assets Holding GP, LLC its General Partner By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP BLACK LAKE HOLDING, LP By: DCP Assets Holding GP, LLC its General Partner By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP Midstream Operating, LP Amended and Restated Credit Agreement ASSOCIATED LOUISIANA INTRASTATE PIPE LINE, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP INTRASTATE PIPELINE, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer XXXXXX PIPELINE, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer GAS SUPPLY RESOURCES LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer GSRI TRANSPORTATION LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer WILBREEZE PIPELINE, LP By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP Midstream Operating, LP Amended and Restated Credit Agreement DCP LINDSAY, LLC By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP MIDSTREAM FINANCE CORP. By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx Vice President and Chief Financial Officer DCP Midstream Operating, LP Amended and Restated Credit Agreement LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Managing Director DCP Midstream Operating, LP Amended and Restated Credit Agreement SUNTRUST BANK, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President DCP Midstream Operating, LP Amended and CFO POTLATCH FOREST HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICARestated Credit Agreement CITIBANK, N.A., as a LenderLender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Attorny-in-Fact DCP Midstream Operating, an L/C Issuer LP Amended and Swing Line Restated Credit Agreement UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Associate Director DCP Midstream Operating, LP Amended and Restated Credit Agreement KEY BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION DCP Midstream Operating, LP Amended and Restated Credit Agreement XXXXXX BROTHERS BANK, FSB, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory DCP Midstream Operating, LP Amended and Restated Credit Agreement THE ROYAL BANK OF SCOTLAND PLC, as a Lender By: /s/ Xxxxxxxx Dundee Name: Xxxxxxxx Dundee Title: Managing Director DCP Midstream Operating, LP Amended and Restated Credit Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxxxx Name: Tare Xxxxxxxxx Title: Associate DCP Midstream Operating, LP Amended and Restated Credit Agreement BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, as a Lender By: /s/ X. Xxxxxx Name: X. Xxxxxx Title: Authorized Signatory DCP Midstream Operating, LP Amended and Restated Credit Agreement XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Vice President DCP Midstream Operating, LP Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxx Xxxxx Name: Xxxxxx Xxxx Xxxxx Title: Vice President DCP Midstream Operating, LP Amended and Restated Credit Agreement BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Manager DCP Midstream Operating, LP Amended and Restated Credit Agreement CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICESSUISSE, PCACayman Islands Branch as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Associate DCP Midstream Operating, LP Amended and Restated Credit Agreement XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx Xxxxxx Xxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICESDirector DCP Midstream Operating, ACA/FLACLP Amended and Restated Credit Agreement BANK HAPOALIM B.M., as a Lender By: /s/ Xxxx Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxx Xxxxxx Xxxxx X. Xxxxxxx Title: Vice PresidentPresident By: /s/ Xxxxxxx XxXxxxxxxx Name: Xxxxxxx XxXxxxxxxx Title: Senior Vice President DCP Midstream Operating, LP Amended and Restated .Credit Agreement Schedule 1.1 Commitment Percentages Name of Lender Revolving Loans Commitment Revolving Loans Commitment Percentage Term Loan A2 Commitment Term Loan A2 Commitment Percentage Term Loan A3 Commitment Term Loan A3 Commitment Percentage Wachovia Bank, National Association $52,235,294.13 8.705882353% $8,705,882.34 8.705882353% $13,058,823.53 8.705882353% SunTrust Bank $52,235,294.13 8.705882353% $8,705,882.34 8.705882353% $13,058,823.53 8.705882353% Citibank, N.A. $47,823,529.41 7.970588235% $7,970,588.24 7.970588235% $11,955,882.35 7.970588235% The Royal Bank of Scotland PLC $47,823,529.41 7.970588235% $7,970,588. 24 7.970588235% $11,955,882.35 7.970588235% JPMorgan Chase Bank, N.A. $47,823,529.41 7.970588235% $7,970,588. 24 7.970588235% $11,955,882.35 7.970588235% Bank of Tokyo-Mitsubishi UFJ Trust Company $47,823,529.41 7.970588235% $7,970,588. 24 7.970588235% $11,955,882.35 7.970588235% Key Bank, National Association $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Xxxxxx Commercial Paper Inc. $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% UBS Loan Finance LLC $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Xxxxx Fargo Bank, N.A. $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Bank of America, National Association $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Barclays Bank PLC $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Credit Suisse $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Xxxxxxx Xxxxx Bank USA $36,705,882.35 6.117647059% $6,117,647.06 6.117647059% $9,176,470.59 6.117647059% Bank Hapoalim $10,588,235.30 1.764705882% $1,764,705.88 1.764705882% $2,647,058.82 1.764705882% Total $600,000,000 100% $100,000,000 100% $150,000,000 100% SCHEDULE 2.2 Existing Letters of Credit Credit Party LC # Beneficiary LC Amount global Issue Date Expiry Date DCP Midstream Operating SM223440 Ace American Insurance Co. $190,500 12/15/2006 12/15/2007 SCHEDULE 6.13 Subsidiaries Subsidiary Owner(s) Interest(s) DCP Midstream Partners, LP DCP LP Holdings, LP Limited Partner DCP Midstream GP, LP General Partner Public Common units DCP Midstream Operating, LLC DCP Midstream Partners, LP 100% DCP Midstream Operating, LP DCP Midstream Partners, LP 99.999% (LP) DCP Midstream Operating, LLC .001% (GP) DCP Assets Holding GP, LLC DCP Midstream Operating, LP 100% DCP Assets Holding, LP DCP Midstream Operating, LP 99.5% (LP) DCP Assets Holding GP, LLC .5% (GP) DCP Black Lake Holdings, LP DCP Assets Holding, LP 99.999% (LP) DCP Assets Holding GP, LLC .001% (GP) Associated Louisiana Interstate Pipe Line, LLC DCP Assets Holding, LP 100% DCP Intrastate Pipeline, LLC DCP Assets Holding, LP 100% Xxxxxx Pipeline, LLC DCP Assets Holding, LP 100% Wilbreeze Pipeline, LP DCP Assets Holding, LP 99.999% (LP) DCP Assets Holding GP, LLC .001% (GP) Gas Supply Resources LLC DCP Assets Holding, LP 100% GSRI Transportation LLC Gas Supply Resources LLC 100% DCP Lindsay, LLC DCP Assets Holding, LP 100% DCP Midstream Partners Finance Corp. DCP Midstream Partners, LP 100% Schedule 8.5 Affiliate Transactions None. Schedule 11.1 Notices Borrower DCP Midstream Operating, LP 000 00xx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attn: Xxx Xxxx Vice President and Chief Financial Officer Telephone: (000) 000 0000 Facsimile: (000) 000 0000 with a copy to: DCP Midstream Operating, LP 000 00xx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attn: Xxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Agent Wachovia Bank, National Association 000 Xxxxx Xxxxxxx Xxxxxx XX-0000, DC-06 Charlotte, North Carolina 28288-0760 Attn: Xxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxx.Xxxxxxxx@Xxxxxxxx.xxx Operations contact and copies to: Wachovia Bank, National Association Charlotte Plaza 000 Xxxxx Xxxxxxx Xxxxxx, XX-0 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attention: Syndication Agency Services Telephone: 000-000-0000 Facsimile: 000-000-0000 Lenders SunTrust Bank SunTrust Bank 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxx.Xxxxxxx@xxxxxxxx.xxx Operations contact: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxxxx.xxxxxxx@xxxxxxxx.xxx Citibank, N.A. Citibank, N.A. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxx.x.xxxxx@xxxx.xxx Operations contact: Citibank, N.A. Xxx Xxxx’x Xxx Xxx Xxxxxx, XX 00000 Attn: Xxxxxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxxxx.xxxxxxx@xxxx.xxx UBS Loan Finance LLC UBS Loan Finance LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx.xxxxxx@xxx.xxx Operations contact: UBS Loan Finance LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx.xxxxxx@xxx.xxx Key Bank, National Association Key Bank, National Association 000 000xx Xxxxxx XX, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxx_X_Xxxxx@xxxxxxx.xxx Operations contact: Key Bank, National Association 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxx-Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxxx_X_Xxxxx-Xxxxx@xxxxxxx.xxx Xxxxxx Brothers Commercial Bank Xxxxxx Brothers Commercial Bank 000 0xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxxxxx@xxxxxx.xxx Operations contact: Xxxxxx Brothers Commercial Bank 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: Xxxx@xxxxxx.xxx The Royal Bank of Scotland PLC The Royal Bank of Scotland plc 000 Xxxxxx Xxxxxx, Suite 6500 Houston, TX 77002 Attn: Xxxxxxxx Dundee Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxxx.xxxxxx@xxxx.xxx Operations contact: The Royal Bank of Scotland plc 000 Xxxx Xxxxxx — 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx.xxxxxxxxxxx@xxxx.xxx JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, Xxxxx 00 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxx.x.xxxxxxxxx@xxxxxxxx.xxx Operations contact: JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx 00 Xxxxxxx, XX 00000-0000 Attn: Xxxxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 312-385-7096 E-mail: xxxxxxx.xxxxxx@xxxxxxxx.xxx Bank of Tokyo-Mitsubishi UFJ Trust Company Bank of Tokyo-Mitsubishi UFJ Trust Company 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxxx, Vice President Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxxxx@xx.xxxx.xx Operations contact: Bank of Tokyo-Mitsubishi UFJ Trust Company X/X Xxx Xxxx xx Xxxxx-Xxxxxxxxxx XXX, Xxx., XX Xxxxxx 0000 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Xx. Xxxxxxx Xx Telephone: 000-000-0000 Facsimile: 000-000-0000 or 000-000-0000 Xxxxx Fargo Bank, X.X. Xxxxx Fargo Bank, N.A. 0000 Xxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxx Xxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxx.x.xxxxxxxxxxx@xxxxxxxxxx.xxx Operations contact: Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxxx XxxXxxx Telephone: 000-000-0000 Facsimile: 000-000-0000

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, the The parties hereto have caused this Agreement to be executed by their duly executed authorized officers, all as of the date day and year first above writtenwritten above. BORROWERSBORROWER: POTLATCH CORPORATIONDCP MIDSTREAM OPERATING, a Delaware corporation LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Senior Vice President and CFO POTLATCH FOREST HOLDINGSChief Financial Officer GUARANTOR: DCP MIDSTREAM PARTNERS, INC.LP By: DCP Midstream GP, a Delaware corporation LP, its general partner By: DCP Midstream GP, LLC, its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Senior Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION Chief Financial Officer ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A.SUNTRUST BANK, as Administrative Agent and Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION Schedule 8.5 Affiliate Transactions None. EXHIBIT A FORM OF TERM LOAN NOTE , 20 FOR VALUE RECEIVED, the undersigned, DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), promises to pay to (the “Lender”), at the place and times provided in the Term Loan Agreement referred to below, the principal amount of the Term Loan made by the Lender pursuant to that certain Term Loan Agreement, dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and SunTrust Bank, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement. The unpaid principal amount of this Term Loan Note outstanding is subject to mandatory repayment from time to time as provided in the Term Loan Agreement and shall bear interest as provided in Section 4.1 of the Term Loan Agreement. All payments of principal and interest on this Term Loan Note shall be payable in lawful currency of the United States in immediately available funds to the account designated in the Term Loan Agreement. This Term Loan Note is entitled to the benefits of, and evidences Obligations incurred under, the Term Loan Agreement, to which reference is made and for a Lender statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Term Loan Note and on which such Obligations may be declared to be immediately due and payable. THIS TERM LOAN NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Term Loan Agreement) notice of any kind with respect to this Term Loan Note. The undersigned has executed this Term Loan Note as of the day and year first above written. DCP MIDSTREAM OPERATING, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCAEXHIBIT B FORM OF NOTICE OF BORROWING Dated as of: SunTrust Bank, as Administrative Agent 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Ladies and Gentlemen: This irrevocable Notice of Borrowing is delivered to you pursuant to Section 2.3 of the Term Loan Agreement dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among DCP Midstream Operating, LP, a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. XxxxxDelaware limited partnership (the “Borrower”), Xx. Name: Xxxxxxx X. Xxxxxthe Guarantors party thereto, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLACthe Lenders party thereto and SunTrust Bank, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice PresidentAdministrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, Each of the parties hereto have has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERSBORROWER: POTLATCH CORPORATIONDCP MIDSTREAM OPERATING, a Delaware corporation LP By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGSChief Financial Officer GUARANTORS DCP MIDSTREAM PARTNERS, INC.LP By: DCP Midstream GP, a Delaware corporation LP its General Partner By: DCP Midstream GP, LLC its General Partner By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBERChief Financial Officer DCP MIDSTREAM OPERATING, LLC, a Delaware limited liability company LLC By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLCChief Financial Officer DCP ASSETS HOLDING GP, a Delaware limited liability company LLC By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDSChief Financial Officer DCP ASSETS HOLDING, LLCLP By: DCP Assets Holding GP, a Delaware limited liability company LLC its General Partner By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH Chief Financial Officer DCP BLACK LAKE STATES TIMBERLANDSHOLDINGS, LLCLP By: DCP Assets Holding GP, a Delaware limited liability company LLC its General Partner By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDSChief Financial Officer ASSOCIATED LOUISIANA INTRASTATE PIPE LINE, LLC, a Delaware limited liability company LLC By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLCChief Financial Officer DCP INTRASTATE PIPELINE, a Delaware limited liability company LLC By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICAChief Financial Officer PXXXXX PIPELINE, N.A., as Administrative Agent LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Txxxxx X. Xxxx Txxxxx X. Xxxx Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICAand Chief Financial Officer DCP LINDSAY, N.A., as a Lender, an L/C Issuer and Swing Line Lender LLC By: /s/ Xxxxx Txxxxx X. Xxxxx Name: Xxxxx Xxxx Txxxxx X. Xxxxx Title: Senior Xxxx Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK and Chief Financial Officer GAS SUPPLY RESOURCES LLC By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxx Vice President and Chief Financial Officer WILBREEZE PIPELINE, LP By: DCP Assets Holding GP, LLC its General Partner By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxx Vice President and Chief Financial Officer DCP MIDSTREAM PARTNERS FINANCE CORP. By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxx Vice President and Chief Financial Officer GSRI TRANSPORTATION LLC By: /s/ Txxxxx X. Xxxx Txxxxx X. Xxxx Vice President and Chief Financial Officer LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION ASSOCIATION, as Agent and as a Lender By: /s/ Xxxxxx Xxxxx Lxxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxx Lxxxxxxx X. Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCAManaging Director Lxxxxx Brothers Commercial Bank, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Gxxxxx Xxxxx Name: Xxxxxxxx Gxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLAC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice PresidentChief Credit Officer

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, the The parties hereto have caused this Agreement to be executed by their duly executed authorized officers, all as of the date day and year first above writtenwritten above. BORROWERSBORROWER: POTLATCH CORPORATIONDCP MIDSTREAM OPERATING, a Delaware corporation LP By: /s/ Xxxx Axxxxx X. Xxxxxxx Xxxxx Name: Xxxx Axxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and CFO POTLATCH FOREST HOLDINGSChief Financial Officer GUARANTOR: DCP MIDSTREAM PARTNERS, INC.LP By: DCP Midstream GP, a Delaware corporation LP, its general partner By: DCP Midstream GP, LLC, its general partner By: /s/ Xxxx Axxxxx X. Xxxxxxx Xxxxx Name: Xxxx Axxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION Chief Financial Officer ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent and Lender By: /s/ PX Xxxxxx Name: PX Xxxxxx Title: AVP SUNTRUST BANK, as Lender By: /s/ Gxxxxxx X. Xxxxxxxx Name: Xxxxxx Gxxxxxx X. Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION THE BANK OF AMERICATOKYO-MITSUBISHI UFJ, N.A.LTD., NATIONAL ASSOCIATION, as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Xxxxx X. Xxxxx Mxxxx Xxxxxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Mxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICESSchedule 8.5 Transactions with Affiliates None. EXHIBIT A FORM OF TERM LOAN NOTE , PCA20 FOR VALUE RECEIVED, the undersigned, DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), promises to pay to (the “Lender”), at the place and times provided in the Term Loan Agreement referred to below, the principal amount of the Term Loan made by the Lender pursuant to that certain Term Loan Agreement, dated as of January 3, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and Wxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement. The unpaid principal amount of this Term Loan Note outstanding is subject to mandatory repayment from time to time as provided in the Term Loan Agreement and shall bear interest as provided in Section 4.1 of the Term Loan Agreement. All payments of principal and interest on this Term Loan Note shall be payable in lawful currency of the United States in immediately available funds to the account designated in the Term Loan Agreement. This Term Loan Note is entitled to the benefits of, and evidences Obligations incurred under, the Term Loan Agreement, to which reference is made and for a Lender statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Term Loan Note and on which such Obligations may be declared to be immediately due and payable. THIS TERM LOAN NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Term Loan Agreement) notice of any kind with respect to this Term Loan Note. The undersigned has executed this Term Loan Note as of the day and year first above written. DCP MIDSTREAM OPERATING, LP By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION EXHIBIT B FORM OF NOTICE OF BORROWING Dated as a Lender Byof: /s/ Xxxxxxx X. XxxxxWxxxx Fargo Bank, Xx. Name: Xxxxxxx X. Xxxxx, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLACNational Association, as Administrative Agent MAC D 1109-019 1000 Xxxx X.X. Xxxxxx Blvd. Charlotte, North Carolina 28262 Attention: Syndication Agency Services Ladies and Gentlemen: This irrevocable Notice of Borrowing is delivered to you pursuant to Section 2.3 of the Term Loan Agreement dated as of January 3, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among DCP Midstream Operating, LP, a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice PresidentDelaware limited partnership (the “Borrower”), the Guarantors party thereto, the Lenders party thereto and Wxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.

Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI Section 12 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. CREDIT AGREEMENT IN WITNESS WHEREOF, the The parties hereto have caused this Agreement to be executed by their duly executed authorized officers, all as of the date day and year first above writtenwritten above. BORROWERSBORROWER: POTLATCH CORPORATIONDCP MIDSTREAM OPERATING, a Delaware corporation LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Senior Vice President and CFO POTLATCH FOREST HOLDINGSChief Financial Officer GUARANTOR: DCP MIDSTREAM PARTNERS, INC.LP By: DCP Midstream GP, a Delaware corporation LP, its general partner By: DCP Midstream GP, LLC, its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Senior Vice President and CFO POTLATCH LAND & LUMBER, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION GUARANTORS: PFHI IDAHO INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH LAKE STATES TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO POTLATCH MINNESOTA TIMBERLANDS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO PFPC XXXXXX INVESTMENT LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and CFO CREDIT AGREEMENT POTLATCH CORPORATION Chief Financial Officer ADMINISTRATIVE AGENT AND LENDERS: SUNTRUST BANK, as Administrative Agent and Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director THE BANK OF AMERICATOKYO-MITSUBISHI UFJ, LTD., as Lender By: /s/Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President CREDIT AGREEMENT POTLATCH CORPORATION KEYBANK NATIONAL ASSOCIATION Schedule 8.5 Affiliate Transactions None. EXHIBIT A FORM OF TERM LOAN NOTE , 20 FOR VALUE RECEIVED, the undersigned, DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), promises to pay to (the “Lender”), at the place and times provided in the Term Loan Agreement referred to below, the principal amount of the Term Loan made by the Lender pursuant to that certain Term Loan Agreement, dated as of November 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and SunTrust Bank, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement. The unpaid principal amount of this Term Loan Note outstanding is subject to mandatory repayment from time to time as provided in the Term Loan Agreement and shall bear interest as provided in Section 4.1 of the Term Loan Agreement. All payments of principal and interest on this Term Loan Note shall be payable in lawful currency of the United States in immediately available funds to the account designated in the Term Loan Agreement. This Term Loan Note is entitled to the benefits of, and evidences Obligations incurred under, the Term Loan Agreement, to which reference is made and for a Lender statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Term Loan Note and on which such Obligations may be declared to be immediately due and payable. THIS TERM LOAN NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Term Loan Agreement) notice of any kind with respect to this Term Loan Note. The undersigned has executed this Term Loan Note as of the day and year first above written. DCP MIDSTREAM OPERATING, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION NORTHWEST FARM CREDIT SERVICES, PCAEXHIBIT B FORM OF NOTICE OF BORROWING Dated as of: SunTrust Bank, as Administrative Agent 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Ladies and Gentlemen: This irrevocable Notice of Borrowing is delivered to you pursuant to Section 2.3 of the Term Loan Agreement dated as of November 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among DCP Midstream Operating, LP, a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. XxxxxDelaware limited partnership (the “Borrower”), Xx. Name: Xxxxxxx X. Xxxxxthe Guarantors party thereto, Xx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CREDIT AGREEMENT POTLATCH CORPORATION GREENSTONE FARM CREDIT SERVICES, ACA/FLACthe Lenders party thereto and SunTrust Bank, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice PresidentAdministrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.