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 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, 2008Contribution, 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.
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.
TERM LOAN AGREEMENT dated as of April 18, 2008 among DUNCAN ENERGY PARTNERS L.P. The Lenders Party Hereto WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent SUNTRUST BANK and THE BANK OF NOVA SCOTIA, as Co- Syndication Agents MIZUHO...Term Loan Agreement • December 8th, 2008 • Duncan Energy Partners L.P. • Natural gas transmission • New York
TERM LOAN AGREEMENT dated as of April 18, 2008, among DUNCAN ENERGY PARTNERS L.P., a Delaware limited partnership; the LENDERS party hereto; WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent; SUNTRUST BANK and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents; and MIZUHO CORPORATE BANK, LTD. and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents.
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • December 8th, 2008 • Duncan Energy Partners L.P. • Natural gas transmission • New York
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”) is made and entered into as of July 11, 2008 (the “First Amendment Effective Date”), among DUNCAN ENERGY PARTNERS, L.P., a Delaware limited partnership (“Borrower”); WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) that is a signatory or which becomes a signatory to the hereinafter defined Loan Agreement; and the Lenders party hereto.
PURCHASE AND SALE AGREEMENT by and among ENTERPRISE PRODUCTS OPERATING LLC ENTERPRISE GTM HOLDINGS L.P. as Seller Parties, and DUNCAN ENERGY PARTNERS L.P. DEP HOLDINGS, LLC DEP OPERATING PARTNERSHIP, L.P. DEP OLP GP, LLC, As Buyer Parties Dated as of...Purchase and Sale Agreement • December 8th, 2008 • Duncan Energy Partners L.P. • Natural gas transmission
This Purchase and Sale Agreement (this “Agreement”), dated as of December 8, 2008, is entered into by and among (a) Enterprise Products Operating LLC, a Texas limited liability company (and successor of Enterprise Products Operating L.P., a Delaware limited partnership)(“EPO”), and Enterprise GTM Holdings L.P., a Delaware limited partnership (“Enterprise GTM”), and together with EPO, the “Seller Parties”), on the one hand, and (b) Duncan Energy Partners L.P., a Delaware limited partnership (the “Partnership”), DEP Holdings, LLC, a Delaware limited liability company (the “General Partner”), DEP Operating Partnership, L.P., a Delaware limited partnership (“OLP” or the “Operating Partnership”), DEP OLP GP, LLC, a Delaware limited liability company (“OLP GP,” and together with the Partnership, the General Partner and OLP, the “Buyer Parties”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED COMPANY AGREEMENT OF ENTERPRISE TEXAS PIPELINE LLC A Texas Limited Liability CompanyCompany Agreement • December 8th, 2008 • Duncan Energy Partners L.P. • Natural gas transmission • Texas
THIS AMENDED AND RESTATED COMPANY AGREEMENT (this “Agreement”) of ENTERPRISE TEXAS PIPELINE LLC, a Texas limited liability company (the “Company”), executed on December 8, 2008 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise Holding III, LLC, a Delaware limited liability company (“Enterprise Holding III” or the “DEP Party”), and Enterprise GTM Holdings L.P., a Delaware limited partnership (“Enterprise GTM” or the “EPD Party”), as the Members of the Company.
Duncan Energy Partners L.P. 41,529 Common Units Representing Limited Partner Interests Unit Purchase AgreementDuncan Energy Partners L.P. • December 8th, 2008 • Natural gas transmission • Texas
This is to confirm the agreement among the DEP Parties, and the Purchaser concerning the purchase of the Units from the Partnership by the Purchaser.
