Duncan Energy Partners L.P. Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MONT BELVIEU CAVERNS, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • February 5th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MONT BELVIEU CAVERNS, LLC, a Delaware limited liability company (the “Company”), executed on February 5, 2007 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise Products Operating L.P., a Delaware limited partnership (“EPD OLP”), Enterprise Products OLPGP, Inc., a Delaware corporation (“EPD OLPGP”), and DEP Operating Partnership, L.P., a Delaware limited partnership (“DEP OLP”), as the Members of the Company.

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DUNCAN ENERGY PARTNERS L.P. 8,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • June 18th, 2009 • Duncan Energy Partners L.P. • Natural gas transmission • New York

UBS Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Wachovia Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I attached hereto,

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEP HOLDINGS, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • May 4th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DEP HOLDINGS, LLC, a Delaware limited liability company (the “Company”), executed on May 3, 2007 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise Products Operating L.P., a Delaware limited liability company, as the sole Member of the Company (“Enterprise Products OLP”).

REVOLVING CREDIT AGREEMENT dated as of January 5, 2007 among DUNCAN ENERGY PARTNERS L.P. The Lenders Party Hereto WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent THE BANK OF NOVA SCOTIA and CITIBANK, N.A., as Co- Syndication Agents...
Revolving Credit Agreement • January 12th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • New York

REVOLVING CREDIT AGREEMENT dated as of January 5, 2007, among DUNCAN ENERGY PARTNERS L.P., a Delaware limited partnership; the LENDERS party hereto; WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender; THE BANK OF NOVA SCOTIA and CITIBANK, N.A., as Co-Syndication Agents; and JPMORGAN CHASE BANK, N.A. and MIZUHO CORPORATE BANK, LTD., as Co-Documentation Agents.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P.
Duncan Energy Partners L.P. • February 5th, 2007 • Natural gas transmission • Texas

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P., a Texas limited partnership (the “Partnership”) is made and entered into as of February 5, 2007, (the “Effective Date”) by and among the Partners (as defined below).

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS OPERATING L.P. ENTERPRISE PRODUCTS OLPGP, INC. ENTERPRISE PRODUCTS TEXAS OPERATING, L.P. AND MONT BELVIEU CAVERNS, LLC
Contribution, Conveyance and Assumption Agreement • February 5th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of January 23, 2007 (this “Agreement”), is entered into by and among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“EPOLP”), ENTERPRISE PRODUCTS OLPGP, INC., a Delaware corporation (“EPOLPGP”), ENTERPRISE PRODUCTS TEXAS OPERATING L.P., a Delaware limited partnership (“EP Texas”), and MONT BELVIEU CAVERNS, LLC, a Delaware limited liability company (“MBLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in ARTICLE I hereof.

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE INTRASTATE L.P.
Duncan Energy Partners L.P. • December 8th, 2008 • Natural gas transmission • Delaware

This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE INTRASTATE L.P., a Delaware limited partnership (the “Partnership”) is made and entered into as of December 8, 2008, (the “Effective Date”) by and among the Partners (as defined below).

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS OPERATING L.P. ENTERPRISE GC, L.P., ENTERPRISE HOLDING III, L.L.C. ENTERPRISE GTM HOLDINGS L.P., ENTERPRISE GTMGP, LLC ENTERPRISE PRODUCTS GTM, LLC AND SOUTH TEXAS NGL...
Contribution, Conveyance and Assumption Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of ___, 2006 (this “Agreement”), is entered into by and among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“EPOLP”), ENTERPRISE GC, L.P., a Delaware limited partnership (“Enterprise GC”), ENTERPRISE HOLDING III, L.L.C., a Delaware limited liability company (“Holding III”), ENTERPRISE GTM HOLDINGS L.P., a Delaware limited partnership (“GTM Holdings”), ENTERPRISE GTMGP, LLC, a Delaware limited liability company (“GTMGP”), ENTERPRISE PRODUCTS GTM, LLC, a Delaware limited liability company (“GTM”) and SOUTH TEXAS NGL PIPELINES, LLC, a Delaware limited liability company (“STX NGL”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in Article I hereof.

AMENDED AND RESTATED PGP STORAGE LEASE
Duncan Energy Partners L.P. • February 5th, 2007 • Natural gas transmission • Texas

This is an Amended and Restated Storage Lease (the “Lease”) between Mont Belvieu Caverns, LLC (“Lessor”) and Enterprise Products Operating L.P. (“Lessee”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 3rd, 2010 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ACADIAN GAS, LLC, a Delaware limited liability company (the “Company”), executed on June 1, 2010 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise Products Operating LLC (successor of Enterprise Products Operating L.P.), a Texas limited liability company (“Enterprise Products LLC”) and DEP Operating Partnership, L.P., a Delaware limited partnership (“DEP OLP”), as the Members of the Company.

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUNCAN ENERGY PARTNERS L.P.
Duncan Energy Partners L.P. • January 3rd, 2008 • Natural gas transmission • Delaware

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P., dated effective as of February 5, 2007 (the “Partnership Agreement”), is hereby adopted effective as of December 27, 2007, by DEP Holdings, LLC, a Delaware limited liability company, (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEP HOLDINGS, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • September 8th, 2011 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of DEP Holdings, LLC, a Delaware limited liability company (the “Company”), dated effective September 7, 2011, is entered into by Enterprise Products Operating LLC, a Delaware limited liability company, as the sole member (the “Member”) of the Company.

PIPELINE LEASE AGREEMENT
Pipeline Lease Agreement • January 12th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS PIPELINE LEASE AGREEMENT (“Lease”) is entered into the 8th day of November, 2006 to be effective November 1, 2006, by and between TE Products Pipeline Company, Limited Partnership, a Delaware limited partnership, hereinafter referred to as “Lessor”, and Enterprise GC, L.P., a Delaware limited partnership, hereinafter referred to as “Lessee”. Lessor and Lessee may be referred to singularly as “Party” or collectively as “Parties”.

AMENDED AND RESTATED RGP STORAGE LEASE
Duncan Energy Partners L.P. • February 5th, 2007 • Natural gas transmission • Texas

This is an Amended and Restated Storage Lease (the “Lease”) between Mont Belvieu Caverns, LLC (“Lessor”) and Enterprise Products Operating L.P. (“Lessee”).

FORM OF STORAGE LEASE (Enterprise Products NGL Marketing)
Duncan Energy Partners L.P. • February 5th, 2007 • Natural gas transmission • Texas

This is a Storage Lease (the “Lease”) between MONT BELVIEU CAVERNS, LLC with an address at P.O. Box 4324, Houston, Texas 77210-4324 (“Lessor”) and ENTERPRISE PRODUCTS OPERATING L.P., (“Lessee”), with an address at P.O. Box 4324, Houston, Texas 77210-4324.

FORM OF STORAGE LEASE (Belvieu Environmental Fuels)
Duncan Energy Partners L.P. • January 12th, 2007 • Natural gas transmission • Texas

This is a Storage Lease (the “Lease”) between MONT BELVIEU CAVERNS, LLC with an address at P.O. Box 4324, Houston, Texas 77210-4324 (“Lessor”) and ENTERPRISE PRODUCTS OPERATING L.P., (“Lessee”), with an address at P.O. Box 4324, Houston, Texas 77210-4324.

COMMON UNIT PURCHASE AGREEMENT by and among ENTERPRISE PRODUCTS OPERATING LLC ENTERPRISE GTM HOLDINGS L.P. as Sellers and DUNCAN ENERGY PARTNERS L.P. as Buyer Dated as of June 15, 2009
Common Unit Purchase Agreement • June 18th, 2009 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS COMMON UNIT PURCHASE AGREEMENT (this “Agreement”) dated as of June 15, 2009, is made and entered into by and among Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), and Enterprise GTM Holdings L.P., a Delaware limited partnership (“Enterprise GTM”, and together with EPO, the “Sellers”; and each a “Seller”), as Sellers, and Duncan Energy Partners L.P., a Delaware limited partnership (the “Partnership” and the “Buyer”), as Buyer. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in Article I hereof.

13,000,000 Common Units DUNCAN ENERGY PARTNERS L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • February 5th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • New York

This is to confirm the agreement among the Partnership, DEP Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), DEP Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), DEP OLPGP, LLC, a Delaware limited liability company and the general partner of the Operating Partnership (“OLPGP”) and Enterprise Products Operating L.P., a Delaware limited partnership (“EPOLP” and, together with the Partnership, the General Partner, the Operating Partnership and OLPGP, the “DEP Parties”) and the Underwriters concerning the purchase of the Units from the Partnership by the Underwriters.

LIMITED LIABILITY COMPANY AGREEMENT OF DEP OLPGP, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • December 15th, 2006 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF DEP OLPGP, LLC (the “Agreement”), dated as of September 29, 2006, is adopted, executed and agreed to by the Sole Member (as defined below).

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT L.P. Dated as of August 7, 2007
First Amendment • August 8th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

This First Amendment (this “Amendment”) to the Agreement of Limited Partnership (the “Partnership Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of August 7, 2007, pursuant to the terms of the Partnership Agreement and in accordance with Section 12.05 thereof.

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 25, 2010 among DUNCAN ENERGY PARTNERS L.P. The Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent CITIBANK, N.A., DNB NOR BANK ASA and THE ROYAL BANK OF...
Revolving Credit and Term Loan Agreement • October 26th, 2010 • Duncan Energy Partners L.P. • Natural gas transmission • New York

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 25, 2010, among DUNCAN ENERGY PARTNERS L.P., a Delaware limited partnership; the LENDERS party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender; the ISSUING BANKS party hereto, CITIBANK, N.A., DNB NOR BANK ASA and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication Agents, SCOTIA CAPITAL, BARCLAYS BANK PLC and MIZUHO CORPORATE BANK, LTD., as Co-Documentation Agents.

OMNIBUS AGREEMENT AMONG ENTERPRISE PRODUCTS OPERATING L.P. DEP HOLDINGS, LLC DUNCAN ENERGY PARTNERS L.P. DEP OLPGP, LLC DEP OPERATING PARTNERSHIP, L.P. ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P. SABINE PROPYLENE PIPELINE L.P. ACADIAN GAS, LLC MONT...
Omnibus Agreement • December 15th, 2006 • Duncan Energy Partners L.P. • Natural gas transmission

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among Enterprise Products Operating L.P., a Delaware limited partnership (“EPD OLP”), DEP Holdings, LLC, a Delaware limited liability company (the “General Partner”), Duncan Energy Partners L.P., a Delaware limited partnership (the “Partnership”), DEP OLPGP, LLC, a Delaware limited liability company (the “OLPGP”), DEP Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Enterprise Lou-Tex Propylene Pipeline L.P., a Texas limited partnership (“Lou-Tex”), Sabine Propylene Pipeline L.P., a Texas limited partnership (“Sabine”), Acadian Gas, LLC, a Delaware limited liability company (“Acadian Gas”), Mont Belvieu Caverns, LLC, a Delaware limited liability company (“Mont Belvieu Caverns”), South Texas NGL Pipelines, LLC, a Delaware limited liability company (“South Texas NGL”, and collectively with Lou-Tex, Sabine, Acadian Gas and Mont Belvieu Caverns, the “Initial Subsidiar

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GROUND LEASE AGREEMENT
Ground Lease Agreement • January 12th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS GROUND LEASE AGREEMENT (“Lease”) is made and entered into as of the date hereinafter set forth by and among ENTERPRISE PRODUCTS TEXAS OPERATING L.P., a Texas limited partnership (hereinafter referred to as “Lessor”), and DIAMOND-KOCH, L.P., a Delaware limited partnership (hereinafter referred to as “Lessee”).

FORM OF STORAGE LEASE (North Propane-Propylene Splitters)
Duncan Energy Partners L.P. • January 12th, 2007 • Natural gas transmission • Texas

This is a Storage Lease (the “Lease”) between MONT BELVIEU CAVERNS, LLC with an address at P.O. Box 4324, Houston, Texas 77210-4324 (“Lessor”) and ENTERPRISE PRODUCTS OPERATING L.P., (“Lessee”), with an address at P.O. Box 4324, Houston, Texas 77210-4324.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG DUNCAN ENERGY PARTNERS L.P., DEP OLPGP, LLC DEP OPERATING PARTNERSHIP, L.P. ENTERPRISE GTM HOLDINGS L.P. AND ENTERPRISE HOLDING III, L.L.C. DATED AS OF DECEMBER 8, 2008
Contribution, Conveyance and Assumption Agreement • December 8th, 2008 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of December 8, 2008, is made and entered into by and among Duncan Energy Partners L.P., a Delaware limited partnership (“DEP”), DEP Operating Partnership, L.P., a Delaware limited partnership (“OLP”), DEP OLPGP, LLC, a Delaware limited liability company (“OLP GP”) Enterprise GTM Holdings L.P., a Delaware limited partnership (“Enterprise GTM”) and Enterprise Holding III, L.L.C., a Delaware limited liability company (“Enterprise Holding III”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in Article I hereof.

NGL TRANSPORTATION AGREEMENT South Texas to Mont Belvieu
NGL Transportation Agreement • December 15th, 2006 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS TRANSPORTATION AGREEMENT, (the “Agreement”) is entered into as of the ___day of January, 2007 (“Effective Date”) by and between Enterprise Products Operating L.P., a Delaware limited partnership (“CUSTOMER”), and South Texas NGL Pipelines, LLC, a Delaware limited liability company (“SOUTH TEXAS”). The parties agree to the following:

LOAN AGREEMENT
Loan Agreement • June 3rd, 2010 • Duncan Energy Partners L.P. • Natural gas transmission • New York

This LOAN AGREEMENT (this “Agreement”) is made as of June 1, 2010 (the “Effective Date”), between ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company, with principal offices at 1100 Louisiana Street, Suite 1000, Houston, Texas 77002 (“Lender”), and DUNCAN ENERGY PARTNERS L.P., a Delaware limited partnership with principal offices at 1100 Louisiana Street, Suite 1000, Houston, Texas 77002 (“Borrower”). Each capitalized term used but not otherwise defined in this Agreement shall have the meaning given to such term in Exhibit A hereto.

FORM OF STORAGE LEASE (Enterprise Fractionation Plant)
Duncan Energy Partners L.P. • February 5th, 2007 • Natural gas transmission • Texas

This is a Storage Lease (the “Lease”) between MONT BELVIEU CAVERNS, LLC with an address at P.O. Box 4324, Houston, Texas 77210-4324 (“Lessor”) and ENTERPRISE PRODUCTS OPERATING, L.P., (“Joint Owner”), with an address at P.O. Box 4324, Houston, Texas 77210-4324.

FORM OF STORAGE LEASE (Butane Isomer)
Duncan Energy Partners L.P. • January 12th, 2007 • Natural gas transmission • Texas

This is a Storage Lease (the “Lease”) between MONT BELVIEU CAVERNS, LLC with an address at P.O. Box 4324, Houston, Texas 77210-4324 (“Lessor”) and ENTERPRISE PRODUCTS OPERATING L.P., (“Lessee”), with an address at P.O. Box 4324, Houston, Texas 77210-4324.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS OPERATING L.P. ENTERPRISE GC, L.P., ENTERPRISE HOLDING III, L.L.C. ENTERPRISE GTM HOLDINGS L.P., ENTERPRISE GTMGP, LLC ENTERPRISE PRODUCTS GTM, LLC AND SOUTH TEXAS NGL...
Contribution, Conveyance and Assumption Agreement • February 5th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of January 23, 2007 (this “Agreement”), is entered into by and among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“EPOLP”), ENTERPRISE GC, L.P., a Delaware limited partnership (“Enterprise GC”), ENTERPRISE HOLDING III, L.L.C., a Delaware limited liability company (“Holding III”), ENTERPRISE GTM HOLDINGS L.P., a Delaware limited partnership (“GTM Holdings”), ENTERPRISE GTMGP, LLC, a Delaware limited liability company (“GTMGP”), ENTERPRISE PRODUCTS GTM, LLC, a Delaware limited liability company (“GTM”) and SOUTH TEXAS NGL PIPELINES, LLC, a Delaware limited liability company (“STX NGL”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in Article I hereof.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUNCAN ENERGY PARTNERS L. P.
Administrative Services Agreement • February 5th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUNCAN ENERGY PARTNERS L.P. dated effective as of February 5, 2007, is entered into by and among DEP Holdings, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Joint Filing Agreement
Joint Filing Agreement • July 15th, 2009 • Duncan Energy Partners L.P. • Natural gas transmission

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A and all amendments thereto with respect to the units representing limited partner interests in Duncan Energy Partners L.P. beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEP OLPGP, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DEP OLPGP, LLC, a Delaware limited liability company (the “Company”), executed on January 19, 2007 (the “Effective Date”), is adopted, executed and agreed to, by Duncan Energy Partners L.P., a Delaware limited partnership (“Duncan Energy Partners”), as the sole Member of the Company.

PIPELINE LEASE AGREEMENT
Pipeline Lease Agreement • February 5th, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas

THIS PIPELINE LEASE AGREEMENT (“Lease”) is entered into the 8th day of November, 2006 to be effective November 1, 2006, by and between TE Products Pipeline Company, Limited Partnership, a Delaware limited partnership, hereinafter referred to as “Lessor”, and Enterprise GC, L.P., a Delaware limited partnership, hereinafter referred to as “Lessee”. Lessor and Lessee may be referred to singularly as “Party” or collectively as “Parties”.

THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUNCAN ENERGY PARTNERS L.P.
Duncan Energy Partners L.P. • December 8th, 2008 • Natural gas transmission • Delaware

This Third Amendment (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P., dated effective as of February 5, 2007 (as amended previously through the date hereof, the “Partnership Agreement”), is entered into effective as of December 8, 2008, by DEP Holdings, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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