0001193125-12-455348 Sample Contracts

TERM LOAN AGREEMENT dated as of November 1, 2012 by and among DCP MIDSTREAM PARTNERS, LP, as Parent, DCP MIDSTREAM OPERATING, LP, as Borrower, the Lenders referred to herein, as Lenders, SUNTRUST BANK, as Administrative Agent, THE BANK OF...
Term Loan Agreement • November 7th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • New York

TERM LOAN AGREEMENT, dated as of November 1, 2012, by and among DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Parent”), DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and SUNTRUST BANK, as Administrative Agent for the Lenders.

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GENERAL PARTNERSHIP AGREEMENT OF DCP SC TEXAS, GP DATED NOVEMBER 2, 2012 AMONG DCP LP HOLDINGS, LLC, DCP SC TEXAS HOLDINGS, LLC AND DCP SOUTH CENTRAL TEXAS HOLDINGS LLC
General Partnership Agreement • November 7th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • Delaware

This AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (the “Agreement”), dated effective as of November 1, 2012, by and among DCP LP HOLDINGS, LLC, a Delaware limited liability company and wholly owned subsidiary of DCP MIDSTREAM, LLC (the “Midstream Partner”), DCP SC TEXAS HOLDINGS LLC, a wholly owned subsidiary of the Midstream Partner (“DCP SC”), and DCP SOUTH CENTRAL TEXAS HOLDINGS LLC, a Delaware limited liability company and wholly owned subsidiary of DCP ASSETS HOLDING, LP (the “MLP Partner”).

CONTRIBUTION AGREEMENT among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC and DCP Midstream Partners, LP November 2, 2012
Contribution Agreement • November 7th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • Colorado

This Contribution Agreement (“Agreement”) is dated as of November 2, 2012 (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”.

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • November 7th, 2012 • DCP Midstream Partners, LP • Natural gas transmission • Delaware

This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is entered into and effective as of November 1, 2012 among DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Parent”), the Lenders party hereto and SUNTRUST BANK, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Term Loan Agreement (as defined below).

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