0001144204-07-025064 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 14th, 2007 • DCP Midstream Partners, LP • Natural gas transmission • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into and effective as of May 9, 2007 among DCP Midstream Operating, LP, a Delaware limited partnership (the "Borrower"), DCP Midstream Partners, LP, a Delaware limited partnership (the "Parent" and together with all Subsidiaries of the Parent, the "Guarantors"), the Lenders party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).

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THIRD AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • May 14th, 2007 • DCP Midstream Partners, LP • Natural gas transmission

This Third Amendment to Omnibus Agreement (this "Amendment") is dated as of May 9, 2007 and entered into by and among DCP Midstream, LLC, a Delaware limited liability Company, formerly known as Duke Energy Field Services, LLC ("DCP Midstream"), DCP Midstream GP, LLC, a Delaware limited liability company ("DCP GP"), 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".

BRIDGE CREDIT AGREEMENT Dated as of May 9, 2007 among DCP MIDSTREAM OPERATING, LP as the Borrower, DCP MIDSTREAM PARTNERS, LP and its subsidiaries as Guarantors, THE LENDERS PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
Bridge Credit Agreement • May 14th, 2007 • DCP Midstream Partners, LP • Natural gas transmission • New York

THIS BRIDGE CREDIT AGREEMENT (this "Credit Agreement"), dated as of May 9, 2007, is entered into among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the "Borrower"), DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the "Parent") and all Subsidiaries of the Parent (collectively, the "Guarantors"), the Lenders (as defined herein) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the "Agent").

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