(b) Exhibits
A list of exhibits required by Item 601 of Regulation S-K to be filed as part of this report:
Exhibit
Number
Description
1.1* Equity Distribution Agreement, dated August 17, 2011, among DCP Midstream Partners, LP, DCP
Midstream GP, LP, DCP Midstream GP, LLC, and Citigroup Global Markets Inc (filed as Exhibit
1.1 to DCP Midstream Partners, LP’s Form 8-K (File No. 001-32678) filed with the SEC on August
18, 2011).
2.1* Contribution Agreement, dated October 9, 2006, between DCP LP Holdings, LP and DCP
Midstream Partners, LP (attached as Exhibit 10.1 to DCP Midstream Partners, LP’s Form 8-K (File
No. 001-32678) filed with the SEC on October 13, 2006).
2.2* Purchase and Sale Agreement, dated March 7, 2007, between Anadarko Gathering Company,
Anadarko Energy Services Company and DCP Midstream Partners, LP (attached as Exhibit 99.1 to
DCP Midstream Partners, LP’s current report on Form 8-K (File No. 001-32678) filed with the SEC
on May 14, 2007).
2.3* Contribution and Sale Agreement, dated May 21, 2007, between Gas Supply Resources Holdings,
Inc., DCP Midstream, LLC and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP
Midstream Partners LP’s current report on Form 8-K (File No. 001-32678) filed with the SEC on
May 25, 2007).
2.4* Contribution Agreement, dated May 23, 2007, among DCP LP Holdings, LP, DCP Midstream,
LLC, DCP Midstream GP, LP and DCP Midstream Partners, LP (attached as Exhibit 10.1 to DCP
Midstream Partners LP’s current report on Form 8-K (File No. 001-32678) filed with the SEC on
May 25, 2007).
2.5* Contribution Agreement dated February 24, 2009, among DCP LP Holdings, LLC, DCP Midstream
GP, LP DCP Midstream, LLC, and DCP Midstream Partners, LP (attached as Exhibit 10.16 to DCP
Midstream Partners, LP’s Form 10-K (File No. 001-32678) filed with the SEC on March 5, 2009).
2.6* Purchase and Sale Agreement by and Among DCP Midstream, LLC and DCP Midstream Partners,
LP dated as of November 4, 2010 (attached as Exhibit 2.1 to DCP Midstream Partners, LP’s Form
8-K (File No. 001-32678) filed with the SEC on November 8, 2010).
2.7* Contribution Agreement between DCP Southeast Texas, LLC and DCP Partners SE Texas LLC
dated as of November 4, 2010 (attached as Exhibit 2.2 to DCP Midstream Partners, LP’s Form 8-K
(File No. 001-32678) filed with the SEC on November 8, 2010).
2.8* Contribution Agreement, dated November 4, 2011, among DCP LP Holdings, LLC, DCP
Midstream GP, LP, DCP Midstream LLC and DCP Midstream Partners, LP. (attached as Exhibit
10.7 to DCP Midstream, LLC’s Schedule 13D (File No. 005-81287) dated as of January 13, 2012).
3.1* First Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP
(attached as Exhibit 3.4 to DCP Midstream Partners, LP’s Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-128378) filed with the SEC on November 18, 2005).
3.2* Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC
(attached as Exhibit 3.6 to DCP Midstream Partners, LP’s Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-128378) filed with the SEC on November 18, 2005).
3.3* Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP
(attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Form 8-K (File No. 001-32678) filed
with the SEC on November 7, 2006).
3.4* Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of DCP
Midstream GP, LLC (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Form 10-K (File
No. 001-32678) filed with the SEC on March 5, 2009).
3.5* Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of DCP
Midstream Partners, LP (attached as Exhibit 4.1 to DCP Midstream Partners, LP’s Form 8-K (File
No. 001-32678) filed with the SEC on April 14, 2008).
3.6* Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of DCP
Midstream Partners, LP (attached as Exhibit 3.1 to DCP Midstream Partners, LP’s Form 8-K (File
No. 001-32678) filed with the SEC on April 7, 2009).
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