CONTRIBUTION AGREEMENT

EXHIBITS

SCHEDULES

This Contribution Agreement (" Agreement ") is dated as of October 9, 2006 and is between DCP LP Holdings, LP, a Delaware limited partnership (" HOLDINGS ") and DCP Midstream Partners, LP, a Delaware limited partnership (" DCP "). HOLDINGS and DCP are sometimes referred to collectively herein as the " Parties " and individually as a " Party ".

A.   HOLDINGS owns all of the outstanding limited liability company member interests of Duke Energy Guadalupe Pipeline, LLC, a Delaware limited liability company (" DEGP ").

B.   DEGP owns all of the outstanding limited liability company member interests of Gas Supply Resources LLC, a Texas limited liability company (" GSRLLC ").

C.   GSRLLC owns (a) all of the limited liability company member interests of GSRI Transportation LLC, a Texas limited liability company (" GSRI ") and (b) 50% of the limited liability company member interests of Pine Tree Propane limited liability company, a Maine limited liability company (" Pine Tree ").

D.   R H Foster LLC, a Maine limited liability company operates and owns the remaining 50% of the limited liability company member interests of Pine Tree.

E.   Prior to Closing, DEGP will distribute, convey and assign all of the outstanding limited liability company member interests of GSRLLC to HOLDINGS.

F.   HOLDINGS and DCP desire that HOLDINGS contribute to DCP all of the limited liability company member interest of GSRLLC (the " Subject Interests ") in accordance with this Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, DCP and HOLDINGS agree as follows:

1.1   Certain Defined Terms . Capitalized terms used herein and not defined elsewhere in this Agreement shall have the meanings given such terms as is set forth below.

" Affiliate " means, when used with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified Person as of the time or for the time periods during which such determination is made. By way of example, the LLCs shall be deemed Affiliates of HOLDINGS during the time period prior to the Effective Time and shall be deemed Affiliates of DCP for time periods subsequent to the Effective Time. For purposes of this definition "control", when used with respect to any specified Person, means the power to direct the management and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have the meanings correlative to the foregoing. Notwithstanding the foregoing, the term "Affiliate" when applied to (a) DCP shall not include Duke Energy Corporation, a Delaware corporation, or ConocoPhillips, a Delaware corporation, or any entities owned, directly or indirectly, by Duke Energy Corporation or ConocoPhillips, other than entities owned, directly or indirectly, by DCP and DCP Midstream GP and (b) HOLDINGS shall not include DCP or any entities owned, directly or indirectly, by DCP.

" Allocation Statement " shall have the meaning given such term in Section 6.12(f) .

" Amended Limited Partnership Agreement " shall mean DCP's Second Amended and Restated Agreement of Limited Partnership to be dated on or before the Effective Time in substantially the form of Exhibit B .

" Annual Financial Statements " shall have the meaning given such term in Section 6.13 .

" Arbitral Dispute " means any dispute, claim, counterclaim, demand, cause of action, controversy and other matters in question arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement or the relationship between the Parties created by this Agreement, regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort, or otherwise, (c) provided for by applicable Law or otherwise, or (d) seeking damages or any other relief, whether at Law, in equity, or otherwise.

" Arbitration Rules " shall have the meaning given such term in Section 11.8(d) .

" Assets " shall mean all of the assets and properties of the respective LLC, including the respective LLC's interests in the following, except for the Excluded Assets. Each Schedule referenced in this definition includes a separate subpart for each of the three LLCs.

(a)   Personal Property . All tangible personal property of every kind and nature that relate to the ownership, operation, use or maintenance of the Assets, including field equipment, office equipment, fixtures, trailers, railcars, tools, instruments, spare parts, machinery, computer equipment, telecommunications equipment, furniture, supplies and materials that are located at the Terminals or Field Offices, including those items of personal property more particularly described in Schedule 1.1(a) and all hydrocarbon inventory at the Terminals or in transit to or from the Terminals (collectively the " Personal Property ");

(b)   Real Property . All fee property, rights-of-way, easements, surface use agreements, licenses and leases that relate to the ownership, operation, use or maintenance of the other Assets, including those described in Schedule 1.1(b) (collectively, the " Real Property Interests "), and all fixtures, buildings and improvements located on or under such Real Property Interests;

(c)   Permits . All assignable permits, licenses, certificates, orders, approvals, authorizations, grants, consents, concessions, warrants, franchises and similar rights and privileges which are necessary for, or are used or held for use primarily for or in connection with, the ownership, use, operation or maintenance of the Assets (collectively, the " Permits "), including those Permits more particularly described in Schedule 1.1(c) ;

(d)   Contract Rights . All contracts that relate to the ownership, operation, use or maintenance of the Assets, including all propane purchase and sales agreements, storage agreements, and transportation agreements, equipment leases, rental contracts, and service agreements, including those contracts or agreements described in Schedule 1.1(d) (collectively, the " Contracts ");

(e)   Intellectual Property . All technical information, shop rights, designs, plans, manuals, specifications and other proprietary and nonproprietary technology and data used in connection with the ownership, operation, use or maintenance of the Assets (collectively, the " Intellectual Property ");

(f)   Terminals and Field Offices . The Terminals and Field Offices;

(g)   Books and Records . All contract, land, title, engineering, environmental, operating, accounting, business, marketing, and other data, files, documents, instruments, notes, correspondence, papers, ledgers, journals, reports, abstracts, surveys, maps, books, records and studies which relate primarily to the Assets or which are used or held for use primarily in connection with, the ownership, operation, use or maintenance of the Assets; provided , however , such material shall not include (i) any proprietary data that is not primarily used in connection with the continued ownership, use or operation of the Assets, (ii) any information subject to Third Person confidentiality agreements for which a consent or waiver cannot be secured by HOLDINGS after reasonable efforts, (iii) any information which, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications, or (iv) any information relating primarily to the Retained Liabilities or any obligations for which HOLDINGS is required to indemnify the DCP Indemnitees pursuant to Section 10.2 (collectively, the " Records "); provided , however , that DCP shall have the right to copy any of the information specified in clause (iv) ; and

(h)   Incidental Rights . All of the following insofar as the same are attributable or relate primarily to any of the Assets described in clauses (a) through (g) : (i) all purchase orders, invoices, storage or warehouse receipts, bills of lading, certificates of title and documents, (ii) all keys, lock combinations, computer access codes and other devices or information necessary to gain entry to and/or take possession of such Assets, (iii) all rights in any confidentiality or nonuse agreements relating to the Assets, and (iv) the benefit of and right to enforce all covenants, warranties, guarantees and suretyship agreements running in favor of the LLCs relating primarily to the Assets and all security provided primarily for payment or performance thereof.

" Assumed Obligations " shall mean, except for the Retained Liabilities, all rights, liabilities, duties, obligations, risk of loss, Claims, Losses and any related responsibility for the ownership, operation or use of the LLCs, the Assets and the business related thereto and any condition of or on the Assets attributable to any period of time, whether before, on or after the Effective Time.

" Benefit Plan " shall mean any of the following: (a) any employee welfare benefit plan or employee pension benefit plan as defined in sections 3(1) and 3(2) of ERISA, and (b) any other material employee benefit agreement or arrangement, including a deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan, golden parachute agreement, severance plan, dependent care plan, cafeteria plan, employee assistance program, scholarship program, employment contract, retention incentive agreement, non-competition agreement, consulting agreement, vacation policy, and other similar plan, agreement and arrangement.

" Business Day " shall mean any day, other than Saturday and Sunday, on which federally-insured commercial banks in Denver, Colorado are generally open for business and capable of sending and receiving wire transfers.

" Canada Business Agreement " shall mean a Canada Business Agreement between HOLDINGS and GSRLLC in the form of the attached Exhibit G .

" Capital Projects " shall have the meaning given such term in Section 6.9 .

" Cash Consideration " shall have the meaning given such term in Section 2.2 .

" Casualty Loss " shall mean, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

" Cash Consideration " shall have the meaning given such term in Section 2.2 .

" Certificate of Class C Units " shall mean the certificate(s) representing HOLDINGS’ additional interest in DCP in the form of the attached Exhibit E .

" Claim " shall mean any demand, demand letter, claim or notice by a Third Person of noncompliance or violation or Proceeding.

" Claim Notice " shall have the meaning given such term in Section 10.3(c) .

" Closing " shall have the meaning given such term in Section 8.1 .

" Closing Date " shall have the meaning given such term in Section 8.1 .

" Code " shall mean the U.S. Internal Revenue Code of 1986, as amended.

" Commercially Reasonable Efforts " shall mean efforts which are reasonably within the contemplation of the Parties on the date hereof, which are designed to enable a Party, directly or indirectly, to satisfy a condition to, or otherwise assist in the consummation of, the transactions contemplated by this Agreement and which do not require the performing Party to expend any funds or assume liabilities other than expenditures and liabilities which are reasonable in nature and amount in the context of the transactions contemplated by this Agreement.

" Contracts " shall have the meaning given such term in the definition of Assets.

" Consideration " shall mean the Unit Consideration and Cash Consideration.

" DCP " shall mean DCP Midstream Partners, LP, a Delaware limited partnership and its permitted successors and assigns.

" DCP Indemnitees " shall have the meaning given such term in Section 10.2 .

" DCP's Knowledge " or the " Knowledge of DCP " or any similar term, shall mean the actual knowledge of any officer of DCP having a title of vice president or higher.

" DCP Midstream GP " shall mean DCP Midstream GP, LP, a Delaware limited partnership.

" DCP Required Consents " shall have the meaning given such term in Section 5.4 .

" Defensible Title " shall mean, as to the Assets, such title to the Assets that vests the applicable LLC with indefeasible title in and to the Assets free and clear of Liens other than Permitted Encumbrances.

" DEFS " shall mean Duke Energy Field Services, LLC, a Delaware limited liability company.

" DENGL " shall mean Duke Energy NGL Services, LP, a Delaware limited partnership.

" DOJ " shall mean the Department of Justice of the United States.

" Effective Time " shall mean 7:00 A.M. on the calendar day following the Closing Date; provided, however, that if Closing occurs after November 1, 2006, but on or before November 14, 2006, " Effective Time " shall mean 7:00 A.M. on November 1, 2006.

" Environmental Law " shall mean any and all Laws, statutes, ordinances, rules, regulations, or orders of any Governmental Authority in existence at the Effective Time pertaining to the protection of the environment or natural resources or to Hazardous Materials in any and all jurisdictions in which the party in question owns property or conducts business or in which the Assets are located, including the Clean Air Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (" CERCLA "), the Federal Water Pollution Control Act, the Occupational Safety and Health Act of 1970 (to the extent relating to environmental matters), the Resource Conservation and Recovery Act of 1976 (" RCRA "), the Safe Drinking Water Act, the Toxic Substances Control Act, the Hazardous & Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, the Oil Pollution Act of 1990, any state or local Laws implementing or substantially equivalent to the foregoing federal Laws, and any state or local Laws pertaining to the handling of oil and gas exploration, production, gathering, and processing wastes or the use, maintenance, and closure of pits and impoundments.

" Environmental Matter " shall have the meaning given such term in Section 4.4(b) .

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended.

" Excess Inventory " shall mean all propane included in the Assets above the necessary minimum operating inventory, which shall be measured in accordance with Section 6.8 .

" Excluded Assets " shall mean all of the following:

(a)   All deposits, cash, checks, funds, claims for refund and accounts receivable to the extent related to the business of the LLCs prior to the Effective Time;

(b)   any deposits or pre-paid items attributable to the operation of the Assets;

(c)   the Excess Inventory;

(d)   Claims for refund of or loss carry forwards with respect to (i) Taxes attributable to the business of the LLCs for any period prior to the Effective Time or (ii) any Taxes attributable to any of the Excluded Assets;

(e)   All work product of HOLDINGS' or its Affiliates' attorneys, records relating to the negotiation and consummation of the transactions contemplated hereby and documents that are subject to a valid attorney-client privilege;

(f)   All real property, personal property, contracts, intellectual property, Permits, office computers or other equipment (or any leases or licenses of the foregoing ), if any, that are listed on Schedule 1.1(g) ;

(g)   All vehicles, and all leases for vehicles that relate to the ownership, operation, use or maintenance of the Assets, except the leasehold interest in tractors and trailers under the lease agreements described in Schedule 1.1(d) ;

(h)   All computer software that relates to the ownership, operation, use or maintenance of the Assets that requires a consent to transfer;

(i)   All rights and obligations under swaps, futures or other similar derivative-based transactions that relate to the ownership, operation, use or maintenance of the Assets, except those that are specifically described in Schedule 1.1(d) ;

(j)   all Canadian propane supply and inventory/storage contracts (i.e., the only Canadian assets that will be included within the Assets are rail car leases);

(k)   All office equipment and accessories (including computers) that relate to the ownership, operation, use or maintenance of the Assets, other than that located at the Terminals and the Field Offices; and

(l)   Subject to Sections 6.2 and 6.14 , all rights to claim coverage or benefits under HOLDINGS' or its Affiliates' insurance policies or coverage, including self-insurance and insurance which HOLDINGS has obtained through a captive insurance carrier.

" Exhibits " shall mean any and/or all of the exhibits attached to and made a part of this Agreement.

" Field Offices " shall mean GSRLLC’s offices (or leasehold interest in offices) described in Schedule 1.1(i) .

" Final Settlement Statement " shall have the meaning given such term in Section 3.4 .

" FTC " shall mean the Federal Trade Commission of the United States of America.

" GAAP " means generally accepted accounting principles in the United States as of the date hereof, consistently applied.

" Governmental Authorities " shall mean (a) the United States of America or any state or political subdivision thereof within the United States of America and (b) any court or any governmental or administrative department, commission, board, bureau or agency of the United States of America or of any state or political subdivision thereof within the United States of America.

" Hazardous Materials " shall mean: (a) any chemicals, materials or substances defined or included in the definition of "hazardous substances," "hazardous materials," "toxic substances," "solid wastes," "pollutants," "contaminants," or words of similar import, under any Environmental Law, (b) any petroleum, petroleum products (including, without limitation, crude oil or any faction thereof), natural gas liquids, natural gas condensate, or oil and gas exploration or production waste, radioactive materials (other than naturally occurring radioactive materials), friable asbestos, mercury, lead based paints and polychlorinated biphenyls, (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority; or (d) any regulated constituents or substances in concentrations or levels that exceed numeric or risk-based standards established pursuant to Environmental Laws.

" HOLDINGS " shall mean DCP LP Holdings, LP, a Delaware limited partnership.

" HOLDINGS' Indemnitees " shall have the meaning given such term in Section 10.1 .

" HOLDINGS' Knowledge " or the " Knowledge of HOLDINGS " or any similar term, shall mean the actual knowledge of (i) any officer of HOLDINGS having a title of Vice President or higher, and (ii) the individuals listed on Schedule 1.1(h) .

" HOLDINGS' Property Tax " shall have the meaning given such term in Section 11.3(a) .

" HOLDINGS' Required Consents " shall have meaning given such term in Section 4.4(a) .

" HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

" Imbalance " shall mean all hydrocarbon imbalances between an LLC and a Third Person relating to or arising out of the operation of the Assets that exist at the Effective Time.

" Imbalance Payable " shall mean an account payable for an Imbalance owed by an LLC to a Third Person.

" Imbalance Receivable " shall mean an account receivable for an Imbalance owed by a Third Person to an LLC.

" Indemnified Party " or " Indemnitee " shall have the meaning given such term in Section 10.4(a) .

" Indemnifying Party " or " Indemnitor " shall have the meaning given such term in Section 10.4(a) .

" Independent Accountants " shall mean PriceWaterhouseCoopers.

" Insurance " shall have the meaning give such term in Section 6.14 .

" Interest Rate " shall mean a per annum rate of interest equal to the lesser of (a) the prime rate of interest by Bank of America plus one percent (1%), which rate shall change when and as such prime rate changes, or (b) the maximum non-usurious rate of interest permitted to be charged under applicable Law.

" ISDA Agreement " shall mean an ISDA Master Agreement between DENGL and GSRLLC in the form of the attached Exhibit C .

" Laws " shall mean all applicable statutes, laws (including common law), regulations, rules, rulings, ordinances, orders, restrictions, requirements, writs, judgments, injunctions, decrees and other official acts of or by any Governmental Authority.

" Lien " shall mean any lien, mortgage, pledge, claim, charge, security interest or other encumbrance, option or defect on title.

" Limited Partnership Agreement " shall mean the First Amended and Restated Agreement of Limited Partnership of DCP dated as of December 7, 2005.

" LLCs " shall mean GSRLLC, GSRI and Pine Tree.

" Loss " or " Losses " shall mean any and all damages, demands, payments, obligations, penalties, assessments, disbursements, claims, costs, liabilities, losses, causes of action, and expenses, including interest, awards, judgments, settlements, fines, fees, costs of defense and reasonable attorneys' fees, costs of accountants, expert witnesses and other professional advisors and costs of investigation and preparation of any kind or nature whatsoever.

" Material Adverse Effect " shall mean a single event, occurrence or fact, or series of events, occurrences or facts, that, alone or together with all other events, occurrences or facts (a) would have an adverse change in or effect on the LLCs or the Assets (including the cost to remedy, replace or obtain same) taken as a whole, in excess of $3,400,000 or (b) would result in the prohibition or material delay in the consummation of the transactions contemplated by this Agreement, excluding (in each case) matters that are generally industry-wide developments or changes or effects resulting from changes in Law or general economic, regulatory or political conditions.

" Materiality Condition " shall have the meaning given such term in Section 10.5 .

" Notice Period " shall have the meaning given such term in Section 10.4(c) .

" Omnibus Agreement Amendment " shall mean the Second Amendment to Omnibus Agreement among DEFS, DCP, DCP Midstream GP, DCP Midstream GP, LLC and DCP Midstream Operating, LP, in the form of the attached Exhibit D .

" Ordinary Course of Business " shall mean the ordinary course of business consistent with past practices.

" Permits " shall have the meaning given such term in the definition of Assets.

" Permitted Encumbrances " shall mean the following:

(a)   the terms, conditions, restrictions, exceptions, reservations, limitations, and other matters contained in any document creating the Real Property Interests, or in any Permit or Contract;

(b)   Liens for property Taxes and assessments that are not yet due and payable (or that are being contested in good faith by appropriate Proceedings for which HOLDINGS will retain liability);

(c)   mechanic's, materialmen's, repairmen's and other statutory Liens arising in the ordinary course and securing obligations incurred prior to the Effective Time and (i) for which HOLDINGS or a Third Person is, and will after the Effective Time be, responsible for payment, or (ii) that are not delinquent and that will be paid and discharged in the ordinary course of business by HOLDINGS or a Third Person or, if delinquent, that are being contested in good faith with any action to foreclose on or attach any Assets on account thereof properly stayed and for which HOLDINGS, its Affiliates or a Third Person will retain liability;

(d)   utility easements, restrictive covenants, defects and irregularities in title, encumbrances, exceptions and other matters that are of record that, singularly or in the aggregate, will not materially interfere with the ownership, use or operation of the Assets to which they pertain;

(e)   required Third Person consents to assignment, preferential purchase rights and other similar agreements with respect to which consents or waivers are obtained from the appropriate Person for the transaction contemplated hereby prior to Closing or, as to which the appropriate time for asserting such rights has expired as of the Closing without an exercise of such rights;

(f)   any Post-Closing Consent;

(g)   Liens created by DCP or its successors or assigns; and

(h)   The Liens listed on Schedule 1.1(a) .

" Person " shall mean any natural person, corporation, company, partnership (general or limited), limited liability company, trust, joint venture, joint stock company, unincorporated organization, or other entity or association.

" Personal Property " shall have the meaning given such term in the definition of Assets.

" Post-Closing Consents " shall mean consents or approvals from, or filings with Governmental Authorities or consents from railroads customarily obtained following the closing of a transaction similar to the transaction contemplated hereby, including those listed on Schedule 1.1(e) .

" Pre-Closing Tax Period " shall mean, with respect to the LLCs, any taxable period (including the portion of any Straddle Period) ending on or prior to the Closing Date.

" Preliminary Settlement Statement " shall have the meaning given such term in Section 3.3 .

" Proceeding " shall mean any action, suit, claim, investigation, review or other judicial or administrative proceeding, at Law or in equity, before or by any Governmental Authority or arbitration or other dispute resolution proceeding.

" Qualified Claims " shall have the meaning given such term in Section 10.3(b)(iv) .

" Real Property Interests " shall have the meaning given such term in the definition of Assets.

" Records " shall have the meaning given such term in the definition of Assets.

" Recoupments " shall have meaning given such term in Section 6.9 .

" Retained Liabilities " shall mean Losses with respect to:

(i)   except for sales, transfer, use or similar Taxes that are due or should hereafter become due (including penalty and interest thereon) by reason of the transaction contemplated by this Agreement and property Taxes, all Taxes with respect to the LLCs or the Assets to the extent related to periods prior to and including the Closing Date;

(ii)   property Taxes on the Assets related to periods prior to January 1, 2006;

(iii)   disposal of Hazardous Substances generated at the Terminals at offsite locations between April 30, 2001 and the Closing Date;

(iv)   the Excluded Assets and Taxes related thereto; and

(v)   those matters, if any, described on Schedule 1.1(f) .

" Schedules " shall mean any and/or all of the schedules attached to and made a part of this Agreement.

" SEC " shall mean the U.S. Securities and Exchange Commission.

" SEC Financial Statements " shall have the meaning specified in Section 6.13 .

" Securities Act " shall mean the Securities Act of 1933, as amended.

" Settlement Notice " shall have the meaning given such term in Section 3.5 .

" Straddle Period " shall mean any taxable period that begins before and ends after the Closing Date.

" Straddle Tax Return " shall mean any Tax Return that covers a taxable period that begins before and ends after the Closing Date.

" Stub Period Financial Statements " shall have the meaning given such term in Section 6.13 .

" Subject Interests " shall mean 100% of the limited liability company membership interests of GSRLLC.

" Subject Interests Assignment Agreement " shall mean the Assignment Agreement in substantially the form of Exhibit E covering the conveyance of the Subject Interests by HOLDINGS to DCP.

" Subject Time " shall mean the current local time then in effect (a) with respect to the Closing, in Denver, Colorado and (b) with respect to Personal Property or Real Property Interests, where such property is located.

" Tank Damage " shall have the meaning given such term in Section 6.9 .

" Tax " or " Taxes " shall mean any Governmental Authority income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof.

" Tax Authority " shall mean any Authority having jurisdiction over the payment or reporting of any Tax.

" Tax Benefits " means the amount by which the Tax liability of the Indemnified Party or any of its Affiliates for a taxable period is actually reduced (including, without limitation, by deduction, reduction in income upon a sale, disposition or other similar transaction as a result of increased tax basis, receipt of a refund of Taxes or use of a credit of Taxes) plus any related interest (net of Taxes payable thereon) received from the relevant Tax Authority, as a result of the incurrence, accrual or payment of any Loss or Tax with respect to which the indemnification payment is being made.

" Tax Claim " shall mean the written notice of the assertion or commencement of any claim, assessment, deficiency, audit, review, examination or other proposed change or adjustment by any Tax Authority or any judicial or administrative proceeding relating to a Pre-Closing Tax Period of the Company.

" Tax Proceeding " shall have the meaning given such term in Section 6.12(g) .

" Tax Return " shall mean any report, statement, form, return or other document or information required to be supplied to a taxing authority in connection with Taxes.

" Terminals " shall mean those propane terminal facilities described in Schedule 1.1(i) and identified on the Terminal Map.

" Terminal Map " shall mean the map describing the Terminals attached to this Agreement as Exhibit A .

" Third Person " shall mean (i) any Person other than a Party or its Affiliates, and (ii) any Governmental Authority.

" Third Person Awards" shall mean any actual recoveries from Third Persons by the Indemnified Party (including, without limitation, from insurance and third-party indemnification) in connection with the claim for which such party is also potentially liable.

" Third Person Claim " shall have the meaning given such term in Section 10.4(c) .

" Transaction Documents " shall mean the ISDA Agreement, the Amended Limited Partnership Agreement, the Canada Business Agreement, the Omnibus Agreement Amendment, the Subject Interests Assignment Agreement, a Certificate representing the Unit Consideration, and any other document related to the sale, transfer, assignment or conveyance of the Subject Interests to be delivered at Closing.

" Treasury Regulations " shall mean regulations promulgated under the Code.

" Unit Consideration " shall have the meaning given such term in Section 2.2 .

" Units " shall mean one of that certain class of limited partnership interests of DCP with those special rights and obligations specified in the Amended Limited Partnership Agreement as being appurtenant to a "Class C Unit".

1.2   Other Definitional Provisions . As used in this Agreement, unless expressly stated otherwise or the context requires otherwise, (a) all references to an "Article," "Section," or "subsection" shall be to an Article, Section, or subsection of this Agreement, (b) the words "this Agreement," "hereof," "hereunder," "herein," "hereby," or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof, (c) the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural, (d) the word "including" means "including, without limitation" and (e) the word "day" or "days" means a calendar day or days, unless otherwise denoted as a Business Day.

1.3   Headings . The headings of the Articles and Sections of this Agreement and of the Schedules and Exhibits are included for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof or thereof.

1.4   Other Terms . Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.

2.1   The Transaction . At the Closing, but effective for all purposes as of the Effective Time, HOLDINGS shall contribute to DCP the Subject Interests in exchange for the issuance of the Consideration to HOLDINGS by DCP.

2.2   Consideration . In consideration for the contribution of the Subject Interests, DCP shall (i) issue and deliver to HOLDINGS at the Closing one or more certificates duly registered in the name of HOLDINGS and representing 200,312 Units (the " Unit Consideration ") and (ii) distribute $57,057,000.00 in cash to HOLDINGS (the " Cash Consideration ").

3.1     Adjustments .

(a)   The value of the Cash Consideration shall be subject to cash adjustments pursuant to this Article III .

(b)   For the avoidance of doubt, cash adjustments pursuant to this Article III shall not result in any adjustment to the Unit Consideration. Each payment of an adjustment to the Cash Consideration shall be made at Closing if the adjustment is determined by such date, or otherwise, in the Final Settlement Statement.

(c)   The Parties shall use all Commercially Reasonable Efforts to agree upon the adjustments set forth in this Article III , and to resolve any differences with respect thereto. Except as provided herein, no adjustments shall be made after delivery of the Final Settlement Statement.

3.2   Prorations and Adjustments .

(a)   The amount payable to HOLDINGS will be reduced by the amount of any unpaid general property Tax assessed against or pertaining to the Assets for periods before the Effective Time with respect to any taxable period that includes the Effective Time, prorated in accordance with Section 11.3(a) .

(b)   The amount payable to HOLDINGS will be increased by the value of Excess Inventory under Section 6.8 , prepaid items and any other Excluded Assets that DCP agrees to acquire at Closing (in which event, such Excluded Assets shall be transferred to the respective LLC).

(c)   The amount payable to HOLDINGS will be reduced by the amount of any utility charges or other items of expense attributable to the operation of the Assets prior to the Effective Time paid by GSRLLC. Such amounts shall be prorated as of the Effective Time.

(d)   Subject to Sections 3.2(e) and 6.9 , the amount payable to HOLDINGS will be reduced by the amount of any trade accounts payable (including Imbalance Payables) of the LLCs that exist as of the Effective Time.

(e)   Notwithstanding anything to the contrary, including Sections 3.2(d) and 10.2(b) , the amount payable to HOLDINGS will be increased by the amount of DCP's reimbursement obligation in respect of the Capital Projects in accordance with Section 6.9 .

(f)   If Closing occurs after November 1, 2006 but on or before November 14, 2006, the amount payable to HOLDINGS will be increased by an amount equal to the Interest Rate times X divided by 365 times the number of days from and including November 1, 2006 through but excluding the Closing Date; where X equals what the value of the Cash Consideration plus the Unit Consideration, as adjusted by Section 3.2(a) through (e) , would have been if Closing had occurred on November 1, 2006.

3.3   Preliminary Settlement Statement . Not later than five (5) business days before the Closing Date, and after consultation with DCP, HOLDINGS shall deliver to DCP a written statement (the " Preliminary Settlement Statement ") setting forth the Cash Consideration and the description and amount of each item determined in good faith by HOLDINGS that are described in Section 3.2 , with HOLDINGS' calculation of such items in reasonable detail, based on information then available to HOLDINGS. The Preliminary Settlement Statement shall also set forth wire transfer instructions for the Closing payments.  Payment of the Cash Consideration at the Closing shall be based on the Preliminary Settlement Statement.

3.4   Final Settlement Statement . No later than ninety (90) days after the Closing Date and after consultation with DCP, HOLDINGS shall deliver to DCP a revised settlement statement showing in reasonable detail its calculation of the items described in Section 3.2 along with other adjustments or payments contemplated in this Agreement (said revised statement and the calculation thereof shall be referred to as the " Final Settlement Statement ").

3.5   Dispute Procedures . The Final Settlement Statement shall become final and binding on the Parties on the 45 ^th day following the date the Final Settlement Statement is received by DCP, unless prior to such date DCP delivers written notice to HOLDINGS of its disagreement with the Final Settlement Statement (a " Settlement Notice "). Any Settlement Notice shall set forth DCP's proposed changes to the Final Settlement Statement, including an explanation in reasonable detail of the basis on which DCP proposes such changes. If DCP has timely delivered a Settlement Notice, DCP and HOLDINGS shall use good faith efforts to reach written agreement on the disputed items. If the disputed items have not been resolved by DCP and HOLDINGS by the 30 ^th day following HOLDINGS' receipt of a Settlement Notice, any remaining disputed items shall be submitted to the Independent Accountants for resolution within ten (10) Business Days after the end of the foregoing 30-day period. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by HOLDINGS and fifty percent (50%) by DCP. The Independent Accountants' determination of the disputed items shall be final and binding upon the Parties, and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal.

3.6   Payments . If the final amount as set forth in the Final Settlement Statement exceeds the estimated amount as set forth in the Preliminary Settlement Statement, then DCP shall pay to HOLDINGS the amount of such excess, with interest at the Interest Rate (calculated from the Closing Date). If the final calculated amount as set forth in the Final Settlement Statement is less than the estimated calculated amount as set forth in the Preliminary Settlement Statement, then HOLDINGS shall pay to DCP the amount of such excess, with interest at the Interest Rate. Any payment shall be made within three (3) Business Days of the date the Final Settlement Statement becomes final pursuant to Section 3.5 . 

3.7    Access to Books and Records . The Parties shall grant to each other full access to the Books and Records and its relevant personnel to allow each of them to make evaluations under this Article III .

3.8   Excluded Assets . Prior to the Closing, the Excluded Assets will be distributed by the LLCs to DEGP. 

HOLDINGS represents and warrants to DCP as follows:

4.1   Organization, Good Standing, and Authority .

(a)   HOLDINGS is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by HOLDINGS. This Agreement has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein.

(b)   DEGP is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which DEGP is a party and the consummation by DEGP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by DEGP. HOLDINGS has all requisite limited liability company power and authority to enter into and perform the Transaction Documents to which it is a party, to perform its obligations thereunder and to carry out the transactions contemplated herein and therein.

(c)   GSRLLC is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Texas and has all requisite limited liability company power and authority to own or otherwise hold and operate its Assets. GSRLLC is duly licensed or qualified and in good standing as a foreign limited liability company authorized to do business in each additional State in which it owns assets.

(d)   GSRI is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Texas and has all requisite limited liability company power and authority to own or otherwise hold and operate its Assets. GSRI is duly licensed or qualified and in good standing as a foreign limited liability company authorized to do business in each additional State in which it owns assets.

(e)   To HOLDINGS' Knowledge, Pine Tree is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Maine and has all requisite limited liability company power and authority to own or otherwise hold and operate its Assets. To HOLDINGS' Knowledge, Pine Tree is duly licensed or qualified and in good standing as a foreign limited liability company authorized to do business in each additional State in which it owns assets.

4.2   Enforceability . This Agreement constitutes and, upon execution of and delivery by HOLDINGS, DENGL and DEFS of the other Transaction Documents to which they are a party, such Transaction Documents will constitute, valid and binding obligations of HOLDINGS, DENGL and DEFS, as applicable, enforceable against such Parties in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditor's rights generally and general principles of equity.

4.3   No Conflicts . The execution, delivery and performance by HOLDINGS of this Agreement, and the execution, delivery and performance by HOLDINGS, DEGP, DENGL and DEFS of the other Transaction Documents to which they are party and the consummation of the transactions contemplated hereby or thereby, will not:

(a)   Provided all of HOLDINGS' Required Consents and Post Closing Consents have been obtained, conflict with, constitute a breach, violation or termination of, give rise to any right of termination, cancellation or acceleration of or result in the loss of any right or benefit under, any agreements to which HOLDINGS, DENGL, DEFS, DEGP, GSRI or GSRLLC (and to HOLDINGS' Knowledge, Pine Tree) is a party or by which any of them, the Subject Interests or the Assets are bound;

(b)   Conflict with or violate the limited liability company agreements of DEGP or the LLCs, or the limited partnership agreement of HOLDINGS; and

(c)   Provided that all of HOLDINGS' Required Consents and Post Closing Consents have been obtained, violate any Law applicable to HOLDINGS, DENGL, DEFS, GSRLLC, GSRI or the Assets (and to HOLDINGS' Knowledge, Pine Tree).

4.4   Consents, Approvals, Authorizations and Governmental Regulations .

(a)   Except (i) for Post-Closing Consents, (ii) as set forth in Schedule 4.4 and (iii) as may be required under the HSR Act (the items described in clauses (ii) and (iii) being collectively referred to as the " HOLDINGS' Required Consents "; no order, consent, waiver, permission, authorization or approval of, or exemption by, or the giving of notice to or the registration or filing with any Governmental Authority or Third Person, is necessary for HOLDINGS to execute, deliver and perform this Agreement or for HOLDINGS, DEGP, DEFS or DENGL to execute, deliver and perform the other Transaction Documents to which it is a party.

(b)   Except as set forth in Schedule 4.4 , (i), all material permits, licenses, certificates, orders, approvals, authorizations, grants, consents, concessions, warrants, franchises and similar rights and privileges, of all Governmental Authorities required or necessary for GSRLLC and GSRI (and to HOLDINGS' Knowledge, Pine Tree) to own and operate its Assets in the places and in the manner currently owned or operated, have been obtained, and are in full force and effect, (ii) HOLDINGS and its Affiliates have received no written notification concerning, and there are no violations that are in existence with respect to the Permits and (iii) no Proceeding is pending or threatened with respect to the revocation or limitation of any of the Permits. Notwithstanding anything herein to the contrary, the provisions of this Section 4.4(b) shall not relate to or cover any matter relating to or arising out of any Environmental Laws (an " Environmental Matter "), which shall be governed by Section 4.12 .

4.5   Taxes . Except as set forth in Schedule 4.5 :

(a)   GSRLLC and GSRI have not and will not (and, with respect to Pine Tree, GSRLLC has not and will not consent to Pine Tree to) on or prior to the Closing Date, file an election under Treasury Regulation §301.7701-3 to be classified as a corporation for U.S. federal income tax purposes. Since December 7, 2005 until Closing, GSRLLC and GSRI have been and will be business entities that will be disregarded for federal Tax purposes under Treasury Regulation §§301.7701-2 and - 3. To HOLDINGS' Knowledge, during the entirety of the period from the date of its formation until Closing, Pine Tree has been and will be a partnership for federal tax purposes;

(b)   Except with respect to ad valorem Taxes for the year in which Closing occurs, all Taxes due and owing or claimed to be due and owing (whether such claim is asserted before or after the Effective Time) from or against HOLDINGS, DEGP, GSRLLC, GSRI or Pine Tree relating to the Assets, or the operation thereof, prior to the Effective Time have been or will be timely paid in full by HOLDINGS or its Affiliates;

(c)   All withholding Tax and Tax deposit requirements imposed on HOLDINGS, DEGP, GSRLLC, GSRI or Pine Tree and applicable to the Assets, or the operation thereof, for any and all periods or portions thereof ending prior to the Effective Time have been or will be timely satisfied in full by HOLDINGS or its Affiliates;

(d)   All Tax Returns that are required to be timely filed for, by, on behalf of or with respect to GSRLLC or GSRI (and to HOLDINGS' Knowledge, Pine Tree), before the Effective Time have been or will be filed with the appropriate Governmental Authority; all Taxes shown to be due and payable on such Tax Returns have been or will be paid in full by HOLDINGS or its Affiliates;

(e)   None of DEGP or the LLCs are under audit or examination by any Governmental Authority. There are no Claims now pending or, to the Knowledge of HOLDINGS, threatened against DEGP or the LLCs with respect to any Tax or any matters under discussion with any Governmental Authority relating to any Tax. There are no claims for any additional Tax asserted by any Governmental Authority against DEGP or the LLCs, in each case, relating to its Assets or the operation thereof;

(f)   None of DEGP, GSRLLC or GSRI (and to HOLDINGS' Knowledge, Pine Tree) (i) have agreed to make, nor is required to make, any adjustment under Section 481 of the Code or any comparable provision of state, local or foreign Law by reason of a change in accounting method or otherwise, and (ii) is a party to or bound by (or will become a party to or bound by) any Tax sharing, Tax indemnity, or Tax allocation agreement; and

(g)   Pine Tree has made, or will make, an election under Section 754 of the Code.

4.6   Litigation; Compliance with Laws .

(a)   There is no injunction, restraining order or Proceeding pending against HOLDINGS, DENGL, DEFS, DEGP or the LLCs that restrains or prohibits the consummation of the transactions contemplated by this Agreement.

(b)   Except for the litigation and Claims identified on Schedule 4.6 , there is no written Claim, investigation or examination pending, or to the Knowledge of HOLDINGS, threatened, against or affecting the Assets or the Subject Interests before or by any Governmental Authority or any Third Person.

(c)   To HOLDINGS' Knowledge, the Assets have been owned and operated in compliance with applicable Laws, except for any non-compliance which has been timely brought into compliance therewith. Notwithstanding anything herein to the contrary, the provisions of this Section 4.6(c) shall not relate to or cover any Environmental Matters, which shall be governed by Section 4.12 .

4.7   Contracts . All of the Contracts that are material are listed on Schedule 1.1(d) . GSRLLC, GSRI and, to HOLDINGS' Knowledge, Pine Tree are not in default and there is no event or circumstance that with notice, or lapse of time or both, would constitute an event of default by the applicable LLC under the terms of the Contracts. All of the Contracts are in full force and effect and to HOLDINGS' Knowledge, no counter-party to any of the Contracts is in default under the terms of such Contracts. Schedule 1.1(d) lists each Contract that: 

(a)   expressly obligates an LLC to pay an amount of $500,000 or more and has not been fully performed as of the date hereof; 

(b)   expressly restricts the ability of an LLC to compete or otherwise to conduct its business in any manner or place; 

(c)   provides for the sale of products or the provision of services for amounts in excess of $500,000 (including outstanding offers or quotes which by acceptance would create such a Contract) and which have not been fully performed as of the date hereof; 

(d)   is a sales, agency, marketing or distribution agreement which is material to an LLC, taken as a whole; provides a right of first refusal or other restrictive right that limits the ability to transfer, sell or assign an interest in an asset or an equity interest in a Person;

(e)   is a master agreement, swap, derivative, option, future or similar type Contract or any open agreement or position thereunder;

(f)   is with any current or former employee, officer, director or consultant of any LLC;

(g)   is with HOLDINGS' or any Affiliate (other than an LLC); 

(h)   is with any labor union or association;

(i)   is a partnership or joint venture agreement with a Third Person in which one of the LLCs is a party or by which any of them are bound; 

(j)   is an agreement with a consideration in excess of $500,000 by one of the LLCs to purchase or sell any assets (other than inventory in the Ordinary Course of Business), businesses, capital stock or other debt or equity securities of any Person;

(k)   any agreements with a consideration in excess of $500,000 involving the merger, consolidation, purchase, sale, transfer or other disposition of interests in real property, capital stock or other debt or equity securities of any Person prior to Closing; or

(l)   is any other lease agreements with respect to any parcel of real property in which the Company or any of its Subsidiaries has a leasehold or similar interest.  

4.8   Title to Assets; Intellectual Property . Exce