CONTRIBUTION AGREEMENT

Exhibit 10.16

CONTRIBUTION AGREEMENT

among

DCP LP Holdings, LLC,
DCP Midstream GP, LP,
DCP Midstream, LLC

and

DCP Midstream Partners, LP

February 24, 2009

Table of Contents

Schedules

Exhibits

CONTRIBUTION AGREEMENT

     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”.

R E C I T A L S

     A. Pursuant to the Prior Contribution Agreement, MIDSTREAM, through HOLDINGS and GP conveyed 25% of the outstanding membership interests in DCP East Texas Holdings, LLC, a Delaware limited liability company (the “ JV ”) to MLP.

     B. Immediately prior to the date hereof, MIDSTREAM owned 75% of the outstanding membership interests in the JV, and MLP owned 25% of the outstanding membership interests in the JV.

     C. The JV owns all of the membership interests in FCV, ET and DETG, which collectively own and operate certain midstream gathering, compression, dehydrating, processing and fractionating assets located in Panola, Harrison, Shelby, and Rusk Counties, Texas, and Caddo and DeSoto Parishes, Louisiana including the Former UP Fuels Properties and the Former Gulf South Properties, which are generally depicted on the System Map (the “ East Texas System ”).

     D. On the Closing Date, MIDSTREAM shall cause a 25.1% interest in the JV (the “ Subject Interests ”) to be contributed to HOLDINGS and GP as capital contributions.

     E. The Parties then desire that HOLDINGS and GP then contribute the Subject Interests to MLP for the consideration and in accordance with the terms of this Agreement.

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

ARTICLE I
CERTAIN DEFINITIONS

     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. 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, except for the JV, the term “Affiliate” when applied to (a) MLP shall not include Spectra Energy Corp, a Delaware corporation, or ConocoPhillips, a Delaware corporation, or any entities owned, directly or indirectly, by Spectra Energy Corp or ConocoPhillips, other than entities owned, directly or indirectly, by MLP and GP and (b) HOLDINGS or GP shall not include MLP or any entities owned, directly or indirectly, by MLP.

     “ Amendment No. 2 ” shall mean Amendment No. 2 to that certain Second Amended and Restated Agreement of Limited Partnership of MLP dated as the Effective Time and in the form of Exhibit D hereto.

     “ Annual Financial Statements ” shall have the meaning given such term in Section 4.21(a) .

     “ 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 following assets and properties of the JV (and its respective Subsidiaries), except for the Excluded Assets:

     (a)  Personal Property . All tangible personal property of every kind and nature that relates to the ownership, operation, use or maintenance of the Facilities, including meters, valves, engines, field equipment, office equipment, fixtures, trailers, tools, instruments, spare parts, machinery, computer equipment, telecommunications equipment, furniture, supplies and materials that are located at the Facilities, and all hydrocarbon inventory at the Facilities, including linefill (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 Facilities, (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 ”);

     (d)  Contract Rights . All contracts that relate to the ownership, operation, use or maintenance of the Assets, including all gathering, processing, balancing and other agreements for the handling of natural gas or liquids, purchase and sales agreements, storage agreements,

transportation agreements, equipment leases, rental contracts, and service agreements (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)  Facilities . All meter stations, gas processing plants, treaters, dehydration units, compressor stations, fractionators, liquid handling facilities, platforms, warehouses, field offices, control buildings, pipelines, tanks and other associated facilities that are used or held for use in connection with the ownership, operation or maintenance of the East Texas System (collectively, the “ Facilities ”);

     (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 or GP 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 Reserved Liabilities or any obligations for which HOLDINGS or GP is required to indemnify the MLP Indemnitees pursuant to Section 10.2 (collectively, the “ Records ”); provided, however, that MLP 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 Entities relating primarily to the Assets and all security provided primarily for payment or performance thereof.

     “ Assumed Obligations ” shall mean any and all obligations and liabilities with respect to or arising out of (i) the JV LLC Agreement and attributable to the Subject Interests, (ii)  the ownership of the Subject Interests, and (iii) the Hedge.

     “ 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.

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

     “ 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.

     “ Certificate of Common Units ” shall mean a certificate representing Units in the MLP in the form of the attached Exhibit C .

     “ 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.

     “ Consideration ” has the meaning defined in Section 2.2 .

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

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

     “ DETG ” shall mean DCP East Texas Gathering, LLC, a Delaware limited liability company.

     “ East Texas Casualty Incident ” shall mean the fire and related property damage to the Facilities that occurred on or about February 11, 2009.

     “ East Texas System ” shall have the meaning given such term in the Recitals.

     “ Effective Time ” shall mean 12:01 A.M. Denver time on April 1, 2009 (or, if the Closing Date occurs later than April 1, 2009, 12:01 A.M. Denver time on the Closing Date).

     “ Entities ” shall mean FCV, ET, DETG and the JV.

     “ 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 employee health, public safety, pollution or 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.

     “ ET ” shall mean EasTrans, LLC, a Delaware limited liability company.

     “ Excluded Assets ” shall mean all of the following:

     (a) Any deposits or pre-paid items attributable to the operation of the Assets not paid by or on behalf of the JV;

     (b) [Reserved];

     (c) Claims for refund of or loss carry forwards with respect to (i) Taxes attributable to the business of the Entities for any period prior to the Prior Contribution Agreement Closing Date or (ii) any Taxes attributable to any of the Excluded Assets;

     (d) 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;

     (e) the 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(a) ;

     (f) All vehicles, and all leases for vehicles that relate to the ownership, operation, use or maintenance of the Assets;

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

     (h) All rights and obligations under those certain swaps, futures and similar derivative based transactions listed in Schedule 1.1(b) ;

     (i) 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 Facilities; and

     (j) Without limiting the obligations under Sections 6.2 , all rights to claim coverage or benefits under any insurance policies or coverage applicable to the JV, the Entities or the Assets, including self-insurance and insurance obtained through a captive insurance carrier, but excluding any such rights to recover amounts that are included in the calculation of Net Working Capital.

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

     “ Execution Date ” shall have the meaning given such term in the opening paragraph of this Agreement.

     “ Existing JV Interests ” shall mean the Interests in the JV acquired by MLP pursuant to the Prior Contribution Agreement.

     “ Facilities ” shall have the meaning given such term within the definition of Assets.

     “ FCV ” shall mean Fuels Cotton Valley Gathering, LLC, a Delaware limited liability company.

     “ Final Settlement Statement ” shall have the meaning given such term in Section 3.3 .

     “ Former Gulf South Properties ” shall mean the former Gulf South gathering facilities located in Shelby, Panola and Harrison Counties, Texas and Caddo Parish, Louisiana, which are generally depicted on the System Map, and which were acquired by DCP Midstream, LP or its Affiliates on March 31, 2005.

     “ Former UP Fuels Properties ” shall mean the former UP Fuels gathering and processing facilities located in Panola, Shelby, Harrison and Rusk Counties, Texas, and Caddo and DeSoto Parishes, Louisiana, which are generally depicted on the System Map, and which were acquired by DCP Midstream, LP or its Affiliates on April 1, 1999.

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

     “ GP ” shall have the meaning given such term in the introductory paragraph.

     “ 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.

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

     “ Hazardous Materials ” shall mean: (a) any wastes, 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 hydrocarbon or petroleum or component thereof, (including, without limitation, crude oil, natural gas, natural gas liquids, or condensate that is not reasonably and commercially recoverable; (c) oil and gas exploration or production wastes including produced water; (d) radioactive materials (other than naturally occurring radioactive materials), friable asbestos, mercury, lead based paints and polychlorinated biphenyls, (e) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority; or (f) any regulated constituents or substances in concentrations or levels that exceed numeric or risk-based standards established pursuant to Environmental Laws.

     “ Hedge ” shall mean that certain financial swap transaction, with MLP as the fixed price payor and HOLDINGS (or its Affiliate that is acceptable to MLP) as the floating price payor for the period of April 1, 2009 through March 31, 2010,.

     “ Hedge Confirmation ” shall mean the document used to evidence the Hedge in the form of Exhibit E .

     “ HOLDINGS ” shall have the meaning given such term in the introductory paragraph.

     “ 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 (a) any officer of HOLDINGS having a title of Vice President or higher, and (b) the individuals listed on Schedule 1.1(c) .

     “ HOLDINGS’ Required Consents ” shall have meaning given such term in Section 4.4(a) .

     “ 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.

     “ Inlet AFE ” shall have the meaning set forth in Schedule 6.9 .

     “ Intellectual Property ” shall have the meaning given such term in the definition of Assets.

     “ Interest Rate ” shall mean three (3) months LIBOR plus one-half of one percent (0.5%).

     “ JV ” shall have the meaning given such term in the Recitals.

     “ JV LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of DCP East Texas Holdings, LLC dated July 1, 2007, and from and after the Effective Time, as amended and restated by the Second Amended and Restated Limited Liability Company Agreement.

     “ 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.

     “ LIBOR ” shall mean the British Bankers’ Association interbank offered rates as of 11:00 a.m. London time for deposits in Dollars that appear on the relevant page of the Reuters service (currently page LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg Financial Markets Service) that displays such British Bankers’ Association rates.

     “ Limited Partnership Agreement ” shall mean the Second Amended and Restated Agreement of Limited Partnership of MLP dated as of November 1, 2006, as amended by Amendment No. 1 dated April 11, 2008, and from and after the Effective Time, as amended by Amendment No. 2.

     “ 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 Entities or the Assets (including the cost to remedy, replace or obtain same) taken as a whole, in excess of $2,250,000 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.

     “ Material Casualty Loss ” shall have the meaning given such term in Section 6.2 .

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

     “ MIDSTREAM ” shall have the meaning given such term in the introductory paragraph.

     “ MLP ” shall have the meaning given such term in the introductory paragraph.

     “ MLP Indemnitees ” shall have the meaning given such term in Section 10.2 .

     “ MLP’s Knowledge ” or the “ Knowledge of MLP ” or any similar term, shall mean the actual knowledge of any officer of MLP having a title of vice president or higher.

     “ MLP Required Consents ” shall have the meaning given such term in Section 5.4 .

     “ Net Working Capital ” means, as to the JV, and determined as of the Effective Time, an amount (which may be positive or negative) equal to (i) the total current assets of the JV and its Subsidiaries minus (ii) the total current liabilities of the JV and its Subsidiaries, in each case determined in accordance with GAAP.

     “ New Capital Projects ” shall have the meaning given such term in Section 6.9(b) .

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

     “ 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 adequate reserves in accordance with GAAP have been established on the books of account of the applicable Entity);

     (c) mechanic’s, materialmen’s, repairmen’s and other statutory Liens arising in the Ordinary Course of Business and securing obligations incurred prior to the Effective Time and (i) for which adequate reserves in accordance with GAAP have been established on the books of account of the applicable Entity, or (ii) that are not delinquent and that will be paid and discharged in the Ordinary Course of Business 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 adequate reserves in accordance with GAAP have been established on the books of account of the applicable Entity;

     (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 MLP or its successors or assigns; and

     (h) the Liens listed on Schedule 1.1(e) .

     “ 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 transactions involving the transfer of assets similar to those owned by the Entities, as listed on Schedule 4.3 .

     “ Pre-Closing Tax Period ” shall mean, with respect to the Entities, any taxable period ending on or prior to the Closing Date.

     “ Preliminary Settlement Statement ” shall have the meaning given such term in Section 3.2 .

     “ Prior Contribution Agreement ” shall mean that certain Contribution Agreement dated May 23, 2007 among HOLDINGS, MIDSTREAM, GP and MLP.

     “ Prior Contribution Agreement Closing Date ” shall mean July 1, 2007.

     “ 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)(iii) .

     “ 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.

     “ Reserved Liabilities ” shall mean Losses (but only to the extent not reflected in Net Working Capital) 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 creation of the JV and the conveyances and transactions contemplated by this Agreement, 75% of the amount of Taxes with respect to the Entities or the Assets to the extent related to periods prior to and including the Closing Date;

     (ii) disposal of Hazardous Materials at offsite locations (a) which were delivered from the East Texas System (excluding the Former Gulf South Properties) between April 1, 1999 and the Closing Date and (b) which were delivered from the Former Gulf South Properties between March 31, 2005 and the Closing Date; provided, however, that the Reserved Liabilities shall only include 75% of this form of Loss to the extent disposal occurred after the Prior Contribution Agreement Closing Date; and

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

     (iv) 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 mean collectively the Annual Financial Statements.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     “ Settlement Notice ” shall have the meaning given such term in Section 3.4 .

     “ Subject Interests ” shall have the meaning given such term in the Recitals.

     “ Subject Interests Assignment Agreement ” shall mean the Assignment Agreement in substantially the form of Exhibit B covering the conveyance of the Subject Interests by HOLDINGS and GP to MLP.

     “ Subsidiary ” means, with respect to any Person, (a) any corporation, of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) any limited liability company, partnership, association or other business entity, of which a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

     “ System Map ” shall collectively mean the maps depicting the East Texas System, which maps are attached as Schedules 1.1(g) .

     “ Tax ” or “ Taxes ” shall mean any federal, state, local or foreign 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 Governmental 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 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 Return ” shall mean any report, statement, form, return or other document or information required to be supplied to a Tax Authority in connection with Taxes.

     “ 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 from insurance and third-party indemnification) in connection with the claim for which such party is also potentially liable.

     “ Total Net Working Capital ” means the amount (which may be positive or negative) equal to the product of the Net Working Capital multiplied by 25.1%.

     “ Transaction Documents ” shall mean the JV LLC Agreement, Amendment No. 2, the Subject Interests Assignment Agreement, such certificate or other documents as are necessary to transfer the Units to HOLDINGS and GP pursuant to Section 2.2, the Hedge Confirmation, 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.

     “ Units ” shall mean the Class D limited partnership interests issuable by MLP upon execution of Amendment No. 2.

     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.

ARTICLE II
CONTRIBUTION OF THE SUBJECT INTERESTS,
ISSUANCE OF THE UNITS AND CONSIDERATION

     2.1 The Transaction . Upon the terms and subject to the conditions of this Agreement, at the Closing, but effective for all purposes as of the Effective Time, HOLDINGS and GP shall contribute to MLP the Subject Interests and the Hedge in exchange for the issuance of the Consideration to HOLDINGS and GP pursuant to Section 2.2, and MLP shall assume and thereafter timely perform and discharge in accordance with their respective terms, all Assumed Obligations.

     2.2 Consideration . In consideration of HOLDINGS’ and GP’s contribution of the Subject Interests and the Hedge, MLP shall (i) issue and deliver to HOLDINGS and GP at the Closing one or more certificates duly registered in the names of HOLDINGS and GP and representing in the case of HOLDINGS, three million, two hundred thirty-one thousand, seven hundred fifty (3,231,750) Units and in the case of GP, two hundred sixty-eight thousand, two hundred fifty (268,250) Units (such 3,500,000 Units being referred to herein collectively as, the “ Consideration ”) and (ii) distribute an amount of cash to HOLDINGS and GP, in the aggregate, equal to (A) the Total Net Working Capital and (B) 25.1% of amounts paid or accrued between the Execution Date and the Closing by HOLDINGS or GP for New Capital Projects; provided, however , if the sum set forth in Section 2.2(ii) is a negative number, such value shall be paid by HOLDINGS and GP to MLP at the Closing, and provided, further , that to the extent cash is distributed pursuant to Section 2.2(ii), such amounts shall be allocated between and paid to HOLDINGS and GP in proportion to the number of Units issued to each of them.

ARTICLE III
ADJUSTMENTS AND SETTLEMENT

     3.1 Adjustments .

     (a) The value of the Total Net Working Capital shall be subject to cash adjustments pursuant to this Article III .

     (b) 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 Preliminary Settlement Statement . Not later than five (5) business days before the Closing Date, and after consultation with MLP, HOLDINGS shall deliver to MLP a written statement (the “ Preliminary Settlement Statement ”) setting forth the Total Net Working Capital and each component therein, as determined in good faith by HOLDINGS that are described in the definition thereof, 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 Total Net Working Capital at the Closing shall be based on the Preliminary Settlement Statement.

     3.3 Final Settlement Statement . No later than ninety (90) days after the Closing Date and after consultation with MLP, HOLDINGS shall deliver to MLP a revised settlement statement showing in reasonable detail its calculation of the items described in the definition of Total Net Working Capital 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 ”).

     3.4 Dispute Procedures . The Final Settlement Statement shall become final and binding on the Parties on the 45th day following the date the Final Settlement Statement is received by MLP, unless prior to such date MLP delivers written notice to HOLDINGS of its disagreement with the Final Settlement Statement (a “ Settlement Notice ”). Any Settlement Notice shall set forth MLP’s proposed changes to the Final Settlement Statement, including an explanation in reasonable detail of the basis on which MLP proposes such changes. If MLP has timely delivered a Settlement Notice, MLP and HOLDINGS shall use good faith efforts to reach written agreement on the disputed items. If the disputed items have not been resolved by MLP and HOLDINGS by the 30th 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 MLP. 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.

     3.5 Payments . If the final calculated amount as set forth in the Final Settlement Statement exceeds the estimated calculated amount as set forth in the Preliminary Settlement Statement, then MLP 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 MLP the amount of such excess, with interest at the Interest Rate (calculated from the Closing Date). Any payment shall be made within three (3) Business Days of the date the Final Settlement Statement becomes final pursuant to Section 3.4 .

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

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF HOLDINGS

HOLDINGS represents and warrants to MLP as follows:

     4.1 Organization, Good Standing, and Authority .

     (a) GP 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 GP is a party and the consummation by GP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by GP. This Agreement has been duly executed and delivered by GP. GP 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) Each of HOLDINGS and MIDSTREAM 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 HOLDINGS and MIDSTREAM is a party and the consummation by HOLDINGS and MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS and MIDSTREAM, respectively. This Agreement has been duly executed and delivered by HOLDINGS and MIDSTREAM. Each of HOLDINGS and MIDSTREAM has all requisite limited liability company 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.

     (c) The JV, ET, FCV and DETG are limited liability companies duly formed, validly existing and in good standing under the Laws of the State of Delaware and have all requisite limited liability company power and authority to own or otherwise hold and operate its assets. The execution and delivery of any Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary limited liability company action by the JV, ET, FCV and/or DETG (as the case may be).

     4.2 Enforceability . This Agreement constitutes and, upon execution of and delivery by HOLDINGS, GP and MIDSTREAM of the other Transaction Documents to which it is a party, such Transaction Documents will constitute, valid and binding obligations of HOLDINGS, GP and MIDSTREAM, 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, GP and MIDSTREAM of this Agreement, and the execution, delivery and performance by HOLDINGS,

GP and MIDSTREAM of the other Transaction Documents to which it is a 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, GP, MIDSTREAM or the Entities 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 MIDSTREAM, JV, DETG, FCV, HOLDINGS, GP or ET; and

     (c) Provided that all of HOLDINGS’ Required Consents and Post Closing Consents have been obtained, violate any Law applicable to HOLDINGS, GP, MIDSTREAM or the Entities or the Assets.

     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 Third Person, is necessary for HOLDINGS, GP or MIDSTREAM to execute, deliver and perform this Agreement or for HOLDINGS, GP or MIDSTREAM 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 the Entities 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) JV has not and will not 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 the date of their formation until Closing, DETG, FCV and ET have been and will be business entities that will be disregarded for federal Tax purposes under Treasury Regulation §§301.7701-2 and -3;

     (b) Except with respect