SIXTH AMENDMENT TO OMNIBUS AGREEMENT

The Parties entered into that certain Omnibus Agreement dated as of December 7, 2005, as amended by that certain First Amendment to Omnibus Agreement dated April 1, 2006, Second Amendment to Omnibus Agreement dated November 1, 2006, Third Amendment to Omnibus Agreement dated May 9, 2007, Fourth Amendment to Omnibus Agreement dated July 1, 2007 and Fifth Amendment to Omnibus Agreement dated August 7, 2007 (together referred to as the "Omnibus Agreement") (capitalized terms used but not defined herein shall have the meaning given thereto in the Omnibus Agreement).

Section 3.3 of the Omnibus Agreement currently addresses the fixed general and administrative expenses for the original assets that were part of the MLP’s initial public offering, the Gas Supply Resources LLC assets ("GSR") transferred to the MLP in the transaction set forth in that certain Contribution Agreement between DCP LP Holdings, LP and the MLP, dated as of October 9, 2006 (the "GSR Contribution Agreement"), the assets acquired by the MLP from Anadarko Anadarko Gathering Company and Anadarko Energy Services Company in the transaction set forth in that certain Purchase and Sale Agreement dated March 7, 2007 (the “Panther PSA”), the 40% interest in Discovery Producer Services, LLC (the general and administrative expenses for the MLP’s 25% interest in DCP East Texas Holdings, LLC is addressed in the limited liability company agreement for that entity) transferred to the MLP in the transaction set forth in that certain Contribution Agreement between DCP LP Holdings, LP and the MLP dated May 23, 2007 (the "Columbus Contribution Agreement"), and the adjustments to take into account three additional full time equivalents and extending the term through December 31, 2009 that was dated August 7, 2007 (the “2007 Adjustment”).

The Parties desire to amend Section 3.3 of the Omnibus Agreement to adjust the fixed general and administrative expenses to take into account all of the membership interest in Momentum Energy Group, LLC transferred to the MLP in the transaction set forth in that certain Contribution and Sale Agreement dated May 21, 2007 among Gas Supply Resources Holdings, Inc., (“GSR HOLDINGS”), DCPM, and the MLP (the "Bass Contribution Agreement").

Omnibus Agreement Amendment. The Omnibus Agreement is hereby amended by replacing Section 3.3(a) in its entirety with the following:

the original assets that were part of the MLP’s initial public offering shall be a fixed fee equal to $4.8 million per year through calendar year 2006 (the “IPO G&A Expenses Limit”). After calendar year 2006, the IPO G&A Expenses Limit shall be increased annually by the percentage increase in the Consumer Price Index - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year (the "CPI Adjustment").

the contribution of the GSR assets to the MLP in the GSR Contribution Agreement shall be a fixed fee equal to $2.0 million per year for calendar years 2006 and 2007 (the "GSR G&A Expenses Limit"), but shall be prorated for calendar year 2006 based on the number of days remaining in calendar year 2006 following the Closing Date (as that term is defined in the GSR Contribution Agreement). After calendar year 2007, the GSR G&A Expenses Limit shall be increased by the CPI Adjustment.

the operation of the Antioch Gathering System (acquired under the Panther PSA) shall be a fixed fee equal to $200,000 per year for calendar year 2007 (the "Panther G&A Expenses Limit"), but shall be prorated for calendar year 2007 based on the number of days remaining in calendar year 2007 following the Closing Date (as that term is defined in the Panther PSA). After calendar year 2007, the Panther G&A Expenses Limit shall be increased by the CPI Adjustment.

the contribution to the MLP of the interest in Discovery Producer Services, LLC under the Columbus Contribution Agreement shall be a fixed fee equal to $158,000 per year for calendar year 2007 (the "Discovery G&A Expenses Limit"), but shall be prorated for calendar year 2007 based on the number of days remaining in calendar year 2007 following the Closing Date (as that term is defined in the Columbus Contribution Agreement). After calendar year 2007, the Discovery G&A Expenses Limit shall be increased by the CPI Adjustment.

the 2007 Adjustment to add three additional full time equivalents that devote 100% of their time to the MLP shall be a fixed fee equal to $561,584 per year for calendar year 2007 (the “2007 Adjustment Expenses Limit”), but shall be prorated for calendar year 2007 based on the number of days remaining in calendar year 2007 following August 1, 2007. After calendar year 2007, the 2007 Adjustment Expenses Limit shall be increased by the CPI Adjustment.

the contribution to the MLP of the interests under the Bass Contribution Agreement shall be a fixed fee equal to $1,570,000 million per year for calendar year 2007 (the "Bass G&A Expenses Limit"), but shall be prorated for calendar year 2007 based on the number of days remaining in calendar year 2007 following the Closing Date (as that term is defined in the Bass Contribution Agreement). After calendar year 2007, the Bass G&A Expenses Limit shall be increased by the CPI Adjustment.

For time periods after December 31, 2009, DCPM and the General Partner will determine the amount of general and administrative expenses contemplated by this paragraph that will be properly allocated to the Partnership in accordance with the terms of the Partnership Agreement.

If the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands following the date of this Agreement, then the IPO G&A Expenses Limit shall be appropriately increased in order to account for adjustments in the nature and extent of the general and administrative services by DCPM to the Partnership Group, with any such increase subject to the approval of both the Special Committee of DCPM GP LLC’s Board of Directors and DCPM.

Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto and delivered (including by facsimile) to the other Parties.

 

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