0001144204-07-047955 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 5th, 2007 • DCP Midstream Partners, LP • Natural gas transmission • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 29, 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”).

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SIXTH AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • September 5th, 2007 • DCP Midstream Partners, LP • Natural gas transmission

This Sixth Amendment to Omnibus Agreement (this "Amendment") is dated as of August 29, 2007 and entered into by and among DCP Midstream, LLC, a Delaware limited liability Company ("DCPM"), DCP Midstream GP, LLC, a Delaware limited liability company ("DCPM GP LLC"), DCP Midstream GP, LP, a Delaware limited partnership (the "General Partner"), DCP Midstream Partners, LP, a Delaware limited partnership (the "MLP"), and DCP Midstream Operating, LP (the "OLP"). The above-named entities are sometimes referred to in this Amendment each as a "Party" and collectively as the "Parties".

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