WIXLIB

Partners (including any particular class of Partnership Interests as compared to other classes of PartnershipInterests) in any material respect, (b) are required to effect the intent expressed in the RegistrationStatement, and/or (c) are necessary or appropriate in connection with the authorization of the issuance ofthe Restructuring Common Units and the non-economic General Partner Interest; andWHEREAS, in accordance with Sections 13.3(b) and 13.3(c) of the Fourth Amended and RestatedPartnership Agreement, the General Partner, in its individual capacity as the sole holder of the IncentiveDistribution Rights and the General Partner Interest (as defined in the Fourth Amended and RestatedPartnership Agreement), has consented to and approved the transactions contemplated by the EquityRestructuring Agreement and the amendment and restatement of the Fourth Amended and RestatedPartnership Agreement pursuant to this Agreement.NOW, THEREFORE, the Fourth Amended and Restated Partnership Agreement is herebyamended and restated as follows:ARTICLE IDEFINITIONSSection 1.1Definitions.The following definitions shall be for all purposes, unless otherwise clearly indicated to thecontrary, applied to the terms used in this Agreement.“Acquisition” means any transaction in which any Group Member acquires (through an assetacquisition, merger, stock acquisition or other form of investment) control over all or a portion of theassets, properties or business of another Person for the purpose of increasing the operating capacity orrevenues of the Partnership Group from the operating capacity or revenues of the Partnership Groupexisting immediately prior to such transaction.“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the endof each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restoreunder the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated torestore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) theamount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to beallocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code andTreasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the endof such fiscal year, are reasonably expected to be made to such Partner in subsequent years in accordancewith the terms of this Agreement or otherwise to the extent they exceed offsetting increases to suchPartner’s Capital Account that are reasonably expected to occur during (or prior to) the year in which suchdistributions are reasonably expected to be made (other than increases as a result of a minimum gainchargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii)). The foregoing definition of AdjustedCapital Account is intended to comply with the provisions of Treasury Regulation Section 1.7041(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partnerin respect of a Common Unit, a Series A Preferred Unit, a Series B Preferred Unit, a Series C PreferredUnit, or any other Partnership Interest shall be the amount that such Adjusted Capital Account would beif such Common Unit, Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, or otherPartnership Interest were the only interest in the Partnership held by such Partner from and after the date2

on which such Common Unit, Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit,or other Partnership Interest was first issued.“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuantto Section 5.5(d)(i) or 5.5(d)(ii).“Affiliate” means, with respect to any Person, any other Person that directly or indirectly throughone or more intermediaries controls, is controlled by or is under common control with, the Person inquestion; provided that, for the avoidance of doubt, the term “Affiliate” includes any Person that, directlyor indirectly, is the beneficial owner of 25% or more of the equity interests in HoldCo or has the right toappoint 25% or more of the members of the board of directors of HoldCo. As used herein, the term“control” means the possession, direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through ownership of voting securities, by contract orotherwise.“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income,gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (ifappropriate to the context in which the term “Agreed Allocation” is used).“Agreed Value” of any Contributed Property means the fair market value of such property or otherconsideration at the time of contribution as determined by the General Partner. The General Partner shalluse such method as it determines to be appropriate to allocate the aggregate Agreed Value of ContributedProperties contributed to the Partnership in a single or integrated transaction among each separate propertyon a basis proportional to the fair market value of each Contributed Property.“Agreement” or “Partnership Agreement” means this Fifth Amended and Restated Agreement ofLimited Partnership of DCP Midstream, LP, as it may be amended, supplemented or restated from timeto time.“Arrears” means, as applicable, that the full cumulative Series A Preferred Distributions throughthe most recent Series A Preferred Distribution Payment Date have not been paid on all OutstandingSeries A Preferred Units, that the full cumulative Series B Preferred Distributions through the most recentSeries B Preferred Distribution Payment Date have not been paid on all Outstanding Series B PreferredUnits, or that the full cumulative Series C Preferred Distributions through the most recent Series CPreferred Distribution Payment Date have not been paid on all Outstanding Series C Preferred Units.“Assignee” means a Person to whom one or more Limited Partner Interests have been transferredin a manner permitted under this Agreement, but who has not been admitted in accordance with Section10.1 as a Limited Partner with respect to such transferred Limited Partner Interests.“Associate” means, when used to indicate a relationship with any Person, (a) any corporation ororganization of which such Person is a director, officer or partner or is, directly or indirectly, the ownerof 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in whichsuch Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in asimilar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse,who has the same principal residence as such Person.3

“Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:(a) the sum of (i) all cash and cash equivalents of the Partnership Group on hand at the endof such Quarter, and (ii) if the General Partner so determines, all or any portion of any additional cash andcash equivalents of the Partnership Group on hand on the date of determination of Available Cash withrespect to such Quarter, less(b) the amount of any cash reserves established by the General Partner to (i) provide forthe proper conduct of the business of the Partnership Group (including reserves for future capitalexpenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter,(ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument orother agreement or obligation to which any Group Member is a party or by which it is bound or its assetsare subject, (iii) provide funds for Series A Preferred Distributions, Series B Preferred Distributions, andSeries C Preferred Distributions and (iv) provide funds for distributions under Section 6.3 in respect ofany one or more of the next four Quarters; provided, however, that the General Partner may not establishcash reserves pursuant to subclause (iv) above if the effect of such reserves would be that the Partnershipis unable to distribute an amount equal to 0.35 per Common Unit on all Common Units with respect tosuch Quarter; and, provided further, that disbursements made by a Group Member or cash reservesestablished, increased or reduced after the end of such Quarter but on or before the date of determinationof Available Cash with respect to such Quarter shall be deemed to have been made, established, increasedor reduced, for purposes of determining Available Cash, within such Quarter if the General Partner sodetermines.Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which theLiquidation Date occurs and any subsequent Quarter shall equal zero.“Board of Directors” means, with respect to the Board of Directors of the General Partner, itsboard of directors or managers, as applicable, if a corporation or limited liability company, or if a limitedpartnership, the board of directors or board of managers of the general partner of the General Partner.“Book-Tax Disparity” means with respect to any item of Contributed Property or AdjustedProperty, as of the date of any determination, the difference between the Carrying Value of suchContributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposesas of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its ContributedProperty and Adjusted Property will be reflec

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM, LP . THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM, LP dated as of November 6, 2019, is entered into by and between DCP Midstream GP, LP, a De