0000950134-09-004580 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM GP, LLC

Limited Liability Company Agreement • March 5th, 2009 • DCP Midstream Partners, LP • Natural gas transmission • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  March 5th, 2009
• Company
  DCP Midstream Partners, LP
• Industry
  Natural gas transmission
• Jurisdiction
  Delaware

This Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of DCP Midstream GP, LLC (the “Company”) is hereby adopted, executed and agreed to by DCP Midstream, LLC as Sole Member (“Sole Member”) of the Company.

CONTRIBUTION AGREEMENT among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC and DCP Midstream Partners, LP February 24, 2009

Contribution Agreement • March 5th, 2009 • DCP Midstream Partners, LP • Natural gas transmission • Colorado

• Contract Type
  Contribution Agreement
• Filed
  March 5th, 2009
• Company
  DCP Midstream Partners, LP
• Industry
  Natural gas transmission
• Jurisdiction
  Colorado

This Contribution Agreement (“Agreement”) is dated as of February 24, 2009 (the “Execution Date”) and is by and among DCP LP Holdings, LLC, a Delaware limited liability company (“HOLDINGS”), DCP Midstream GP, LP, a Delaware limited partnership (“GP”), DCP Midstream, LLC, a Delaware limited liability company (“MIDSTREAM”), and DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”). HOLDINGS, GP, MIDSTREAM, and MLP are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.