SEC Filing | Enterprise Products Partners L.P.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Security Exchange Act of 1934

Date of report (Date of earliest event reported): December 8, 2008

DUNCAN ENERGY PARTNERS L.P.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	1-33266	20-5639997
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1100 Louisiana, 10^th Floor
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)

(713) 381-6500
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Executive Summary of Dropdown Transaction

As further described in this Current Report on Form 8-K, on December 8, 2008, Duncan Energy Partners L.P. (“DEP”) entered into and consummated a purchase transaction with certain subsidiaries of Enterprise Products Partners L.P. (“EPD”), whereby a wholly-owned subsidiary of DEP indirectly acquired the following controlling ownership interests:

	§		a 66% general partnership interest in Enterprise GC, L.P. (“Enterprise GC”);

	§		a 51% general partnership interest in Enterprise Intrastate L.P. (“Enterprise Intrastate”); and

	§		a 51% membership interest in Enterprise Texas Pipeline LLC (“Enterprise Texas”).

Collectively, we refer to Enterprise GC, Enterprise Intrastate and Enterprise Texas as the “DEP II Midstream Businesses.” The total value of consideration paid by DEP to EPD is $730.0 million, which consists of $280.5 million of cash and 37,333,887 Class B units.

The Class B units issued to EPD will receive a pro rated cash distribution for the distribution that DEP will pay with respect to the fourth quarter of 2008 for the 24-day period from the closing date of this transaction to December 31, 2008. On February 1, 2009, the Class B units will convert into common units of DEP.

Generally, this transaction provides that to the extent that the DEP II Midstream Businesses generate cash sufficient to pay distributions to their partners or members, such cash will be distributed to DEP and EPD in an amount sufficient to generate an aggregate annualized return on their respective investment of approximately 12%. Distributions in excess of this amount, will be distributed 98% to EPD and 2% to DEP. Additional details of the distribution methodology are provided further herein.

The board of directors of the general partner of DEP approved the transaction based on a recommendation from its audit, conflicts and governance committee. The audit, conflicts and governance committee, which is comprised entirely of independent directors, retained independent legal counsel to assist it in evaluating and negotiating the transaction. In addition, the committee received a fairness opinion from an independent investment banking firm with respect to the consideration paid by DEP in the transaction.

Item 1.01. Entry into a Material Definitive Agreement

Purchase Agreement and Third Amendment to DEP Partnership Agreement

On December 8, 2008, DEP entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Enterprise Products Operating LLC (“EPO”) and Enterprise GTM Holdings L.P. (“Enterprise GTM,” and together with EPO, the “Seller Parties”), and DEP Holdings, LLC, DEP Operating Partnership, L.P. (“DEP OLP”), DEP OLP GP, LLC (“OLP GP”). Pursuant to the Purchase Agreement, DEP OLP, an indirect, wholly owned subsidiary of DEP, acquired from the Seller Parties 100% of the membership interests in Enterprise Holding III, LLC (“Enterprise III”), a wholly owned subsidiary of Enterprise GTM, thereby acquiring a 66% general partnership interest in Enterprise GC, a 51% general partnership interest in Enterprise Intrastate and a 51% membership interest in Enterprise Texas. EPO owns DEP Holdings, LLC, the general partner of DEP.

Prior to this dropdown transaction, Enterprise GC, Enterprise Intrastate and Enterprise Texas were indirect, wholly owned subsidiaries of EPO. As consideration for the conveyance of the Enterprise III membership interests to DEP, the Seller Parties received $280.5 million in cash and 37,333,887 Class B units representing limited partner interests (convertible automatically on February 1, 2009, the date immediately after the record date for distributions relating to the fourth quarter of 2008, into 37,333,887 common units) in DEP having a market value of $449.5 million, or $12.04 per unit. The total value of the consideration provided to the Seller Parties is $730.0 million. In addition to issuance of the Class B units, DEP sold 41,529 of its common units to EPO at a price of $12.04 per unit in a registered equity offering, which generated net proceeds of $0.5 million to DEP.

As a result of this transaction, DEP’s units outstanding (on a fully diluted basis) increased by 37,375,416 to 57,676,987. With respect to distributions relating to the fourth quarter of 2008, the Class B units will be entitled to cash distributions on an as-converted basis with respect to the fourth quarter of 2008, in an amount equal to (i) the distribution per unit paid on DEP’s common units less (ii) an amount equal to (A) the distribution per unit declared by DEP with respect to the fourth quarter of 2008 multiplied by (B) the quotient obtained by dividing (1) 68 (the number of days from October 1, 2008 to and including December 8, 2008) by (2) 92 (the total number of days in the fourth quarter of 2008).

Pursuant to the Third Amendment to Amended and Restated Partnership Agreement of DEP dated as of December 8, 2008 (the “Third Amendment”), DEP designated a new class of limited partner interests, the Class B units. The Third Amendment authorizes 37,333,887 Class B units, all of which are being issued pursuant to the Purchase Agreement. The Class B units will automatically be converted into DEP common units on February 1, 2009, which is the day immediately after the record date with respect to DEP’s fourth quarter of 2008 distribution. Under this amendment, and prior to conversion into DEP common units, the Class B units will be entitled to distributions with respect to the fourth quarter of 2008 as described above.

Under the Purchase Agreement, EPO agreed that, for a period of 24 months from the closing date, neither EPO or any of its Affiliates (as such term is defined in our partnership agreement) or any of their successors in interest will exercise any of its rights under Article XV of the partnership agreement unless the 80% threshold contemplated by such article is achieved without giving effect (in the numerator or the denominator) to any of the Class B units constituting Unit Consideration or the common units issuable upon conversion thereof that then are beneficially owned (excluding the effect of any transactions for which the primary purpose was to circumvent this provision) by our general partner or any of its Affiliates, as contemplated by such article.

The foregoing descriptions of the Purchase Agreement and the Third Amendment are not complete and are qualified in their entirety by reference to the full and complete terms of such agreements, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 3.1, respectively, and incorporated herein by reference.

Contribution Agreement

On December 8, 2008, DEP entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with OLP GP, DEP OLP, Enterprise GTM and Enterprise III in connection with the Purchase Agreement. Pursuant to the Contribution Agreement, Enterprise GTM conveyed 100% of the membership interests in Enterprise III to DEP, and DEP conveyed all of such interests to DEP OLP. In addition, in connection with these conveyances, Enterprise GTM also conveyed to Enterprise III under the Contribution Agreement certain interests in Enterprise Intrastate, Enterprise GC and Enterprise Texas with the resulting interests owned by Enterprise III as noted above.

The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Contribution Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Agreements of Limited Partnership – Enterprise GC and Enterprise Intrastate

On December 8, 2008, Enterprise GC entered into its Third Amended and Restated Agreement of Limited Partnership and Enterprise Intrastate entered into its Fourth Amended and Restated Agreement of Limited Partnership (together, the “Agreements of Limited Partnership”). Pursuant to the Agreements of Limited Partnership, Enterprise GTM is the sole limited partner of each of Enterprise GC and Enterprise Intrastate, and Enterprise III, which is a wholly owned subsidiary of DEP OLP, is the general partner of each of these entities. Enterprise III owns a 66% general partner interest in Enterprise GC and a 51% general partner interest in Enterprise Intrastate. Enterprise GTM owns a 34% limited partner interest in Enterprise GC and a 49% limited partner interest in Enterprise Intrastate.

The Agreements of Limited Partnership provide that subject to the conditions of, and in the absence of any default or event of default under, any credit agreements, Enterprise GC and Enterprise Intrastate will make quarterly distributions of their available cash to partners. Enterprise GC and Enterprise Intrastate will distribute such cash to their partners in accordance with each partner’s respective Distribution Ratio. The “Distribution Ratios” are: (i) with respect to Enterprise GC, 66% for Enterprise III and 34% for Enterprise GTM; and (ii) with respect to Enterprise Intrastate, 51% for Enterprise III and 49% for Enterprise GTM. With respect to any quarterly operating cash flow deficit of Enterprise GC or Enterprise Intrastate, the general partner may require the partners to fund such shortfall by cash contributions in accordance with their Distribution Ratios.

The Agreements of Limited Partnership further provide that no other mandatory capital contributions are required. However, the general partner may request additional capital contributions to fund expansion projects. Except as otherwise provided in the Agreements of Limited Partnership, any such required capital contributions for expansion cash calls in connection with an expansion project will be made by the expansion participating partners in accordance with their respective Expansion Sharing Ratio (as defined below).

Unless agreed to otherwise by all of the participating partners, the funding by each expansion participating partner will be an amount equal to the product of (i) the aggregate amount of the expansion project costs multiplied by (ii) a fraction, the numerator of which is the Percentage Interest (as defined below) of such participating partner and the denominator of which is the aggregate Percentage Interest of all of the expansion participating partners.

The “Percentage Interest” of Enterprise III in each of the DEP II Midstream Businesses is 22.6%. This interest was determined by dividing the aggregate consideration paid or issued by DEP for the DEP II Midstream Businesses, or $730.0 million, by the aggregate value of the DEP II Midstream Businesses, or

approximately $3.2 billion. The Percentage Interest for Enterprise GTM in each of the DEP II Midstream Businesses (including Enterprise Texas) is 77.4%. In accordance with the Agreements of Limited Partnership and the Enterprise Texas’ Company Agreement (see related section under this Item 1.01), we will maintain each partner/member’s capital account through income or loss allocations that will in part follow cash distributions provided to Enterprise III and Enterprise GTM by each of the DEP II Midstream Businesses.

The Agreements of Limited Partnership provide that the general partner will provide at least 30 but not more than 90 days’ prior written notice to the partners stating the date capital contributions are due, the aggregate amount of the capital contribution required and each partner’s share thereof, and setting forth in reasonable detail the proposed expansion project and expansion costs associated therewith. Enterprise III is required to advise Enterprise GTM in writing within 20 days whether it elects to make an expansion capital contribution. Any failure to respond within such 20-day period will be deemed an election by Enterprise III not to make an expansion capital contribution. If Enterprise III later elects to make an expansion capital contribution, then Enterprise III will be required to make a capital contribution in accordance with the partnership agreement for its share of the project costs.

If Enterprise III elects not to participate in an expansion project, then Enterprise GTM may make additional capital contributions of cash in an amount equal to 100% of such expansion cash call. Any capital contributions to fund expansion projects made by either Enterprise III or Enterprise GTM will increase such partner’s Distribution Base under the Company Agreement of Enterprise Texas, as discussed further below.

Each of the Agreements of Limited Partnership states that approval by both partners is required for the following:

	§		any amendment to the partnership agreement;

	§		any waiver or consent pursuant to any provision of the partnership’s certificate of limited partnership or partnership agreement that may adversely affect the holders of any interests;

	§		the issuance of any equity securities (or any securities convertible, exercisable or exchangeable into any equity securities) by any subsidiary of either Enterprise GC or Enterprise Intrastate to any person other than one of their direct or indirect wholly owned subsidiaries; or

	§		any repurchase or redemption of any equity interests of the Enterprise GC or Enterprise Intrastate (or their respective subsidiaries).

Furthermore, in connection with a liquidation of either partnership, partnership property will be distributed among the partners in accordance with the positive capital account balances of the partners, as determined after taking into account all capital account adjustments for the taxable year of the partnership during which the liquidation of the partnership occurs (other than those made by reason of such liquidation). Any such distributions will be made by the end of the taxable year of the partnership during which the liquidation of the partnership occurs (or, if later, 90 days after the date of the liquidation).

The foregoing descriptions of the Agreements of Limited Partnership are not complete and are qualified in their entirety by reference to the full and complete terms of each agreement, which are attached to this Current Report on Form 8-K as Exhibit 10.3 and 10.4, respectively.

Company Agreement – Enterprise Texas

On December 8, 2008, Enterprise Texas entered into an Amended and Restated Company Agreement (the “Company Agreement”). Enterprise Texas will be managed by Enterprise III. The Company Agreement provides that subject to the conditions of, and the absence of any default or event of default under, any credit agreements, Enterprise Texas will make quarterly distributions of its available

cash to its members. Enterprise Texas will distribute such available cash, to the extent sufficient cash flow is available, to its members as follows:

	§		first, to Enterprise III as a “Tier I distribution,” up to an amount equal to (i) 0.25 times the priority return (initially 11.85%, but which may be adjusted as discussed below) multiplied by the “Enterprise III Distribution Base” (initially $730.0 million, subject to increase for contributions related to expansion projects as described below), plus (ii) aggregate net cash contributions, if any, made by Enterprise III to the DEP II Midstream Businesses with respect to such period (excluding those contributions related to expansion projects) to fund a quarterly operating cash flow deficit, less (iii) aggregate net cash distributions, if any, received by Enterprise III from Enterprise GC and Enterprise Intrastate with respect to such period; plus (iv) any unpaid shortfall in the Tier I distribution with respect to the entire calendar year; then,

	§		second, to Enterprise GTM as a “Tier II distribution,” up to an amount equal to (i) 0.25 times the priority return (initially 11.85%, but which may be adjusted as discussed below) multiplied by the “Enterprise GTM Distribution Base” (initially $452.1 million, subject to increase for contributions related to expansion projects as described below), plus (ii) aggregate net cash contributions, if any, made by Enterprise GTM to the DEP II Midstream Businesses with respect to such period (excluding those contributions related to expansion projects) to fund a quarterly operating cash flow deficit, less (iii) aggregate net cash distributions, if any, received by Enterprise GTM from Enterprise GC and Enterprise Intrastate with respect to such period; plus (iv) any unpaid shortfall in the Tier II distribution with respect to previous periods in the same calendar year; then,

	§		third, 2% to Enterprise III and 98% to Enterprise GTM of such residual cash flow as the “Tier III distribution.”

With respect to any quarterly operating cash flow deficit of Enterprise Texas (excluding for purposes of clarification cash needed for acquisitions or expansion projects), the manager or the board may require the members to fund such shortfall by cash contributions in accordance with their respective member interests.

As noted above, the Percentage Interests under the Enterprise Texas Company Agreement are: 22.6% for Enterprise III and 77.4% for Enterprise GTM. The parties’ “Voting Ratios” under the Enterprise Texas Company Agreement are: 51% for Enterprise III and 49% for Enterprise GTM.

The initial priority return is 11.85%. This initial priority return was determined by the parties based on DEP’s estimated weighted-average cost of capital at the closing date, plus 1%. The priority return will be increased by 2% each calendar year. The initial Enterprise III Distribution Base and the Enterprise GTM Distribution Base amounts represent negotiated values between DEP and the Seller Parties. If Enterprise III participates in an expansion project in any of the DEP II Midstream Businesses, it may request an incremental adjustment to the then-applicable priority return to reflect its (or its affiliates’) weighted-average cost of capital associated with such contribution. To the extent that Enterprise III and/or Enterprise GTM make capital contributions to fund expansion capital projects at any of the DEP II Midstream Businesses, the Distribution Base of the contributing member will be increased by that member’s capital contribution at the time such contribution is made.

Except as otherwise provided in the Company Agreement, any capital contributions for expansion cash calls in connection with an expansion project will be made by the participating members in accordance with their Expansion Sharing Ratio (as defined below).

Unless otherwise agreed to by all of the expansion participating members, each expansion participating member will be responsible for funding an amount equal to the product of (i) the aggregate amount of the expansion project costs multiplied by (ii) a fraction, the numerator of which is the Percentage Interest of such participating member and the denominator of which is the aggregate Percentage Interest of all of the expansion participating members.

The Company Agreement provides that the manager (or board) will provide written notice to the members of the date contributions are due, which date shall be not less than 30 nor more than 90 days following the date of such notice, the aggregate amount of the capital contribution required and each member’s share thereof, and setting forth in reasonable detail the proposed expansion project and expansion costs associated therewith. Enterprise III is required to advise Enterprise GTM in writing within 20 days whether it elects to make an expansion capital contribution. Any failure to respond within such 20-day period will be deemed an election by Enterprise III to not participate in such expansion project. If Enterprise III later elects to participate in such expansion project, then Enterprise III will be required to make a capital contribution in accordance with the Company Agreement for its share of the project costs.

If Enterprise III elects not to participate in an expansion project, then Enterprise GTM may make additional capital contributions of cash in an amount equal to 100% of such expansion cash call.

The Company Agreement states that approval by both members is required for the following:

	§		any amendment or restatement of the Company Agreement, or the repeal or adoption of a new Company Agreement, or any amendment or restatement of the certificate of formation of Enterprise Texas;

	§		any increase or decrease of the number of directors constituting the Board;

	§		any fundamental business transaction by Enterprise Texas;

	§		any action that would make it impossible to carry out the ordinary business of Enterprise Texas as described in Section 101.356(c) of the Texas Limited Liability Company Laws (the “TLLCL”);

	§		any actions and matters set forth in Section 101.356(d) of the TLLCL;

	§		the approval or permission by Enterprise Texas of the issuance of any equity securities (or any securities convertible, exercisable or exchangeable into any equity securities) by any of subsidiary of Enterprise Texas to any person other than direct or indirect wholly owned subsidiaries of Enterprise Texas; or

	§		the approval or permission by Enterprise Texas of any repurchases or redemptions of any equity interest of Enterprise Texas or any of its subsidiaries (other than of equity interests of its subsidiaries by the Company or any direct or indirect wholly owned subsidiaries of Enterprise Texas).

In connection with a liquidation of Enterprise Texas, company property will be distributed among the members in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the taxable year of the company during which the liquidation of the company occurs (other than those made by reason of such liquidation). Any such distributions will be made by the end of the taxable year of the company during which the liquidation of the company occurs (or, if later, 90 days after the date of the liquidation).

The foregoing description of the Company Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Company Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.5 and incorporated herein by reference.

Omnibus Agreement

On December 8, 2008, EPO, DEP, DEP OLP, Enterprise Texas, Enterprise Intrastate, Enterprise GC and certain other DEP subsidiaries entered into an Amended and Restated Omnibus Agreement (“Omnibus Agreement”).

As part of the amendments to the Omnibus Agreement, the equity interests in each of the DEP subsidiaries are subject to, and have rights relating to, preemptive rights and rights of first refusal. EPO also indemnified DEP for any expenditure incurred by Enterprise Texas, Enterprise GC or Enterprise Intrastate related to certain environmental remediation costs and other matters.

Under the Omnibus Agreement, EPO has also agreed to reimburse Enterprise Texas for capital expenditures (currently estimated at approximately $1.4 million) necessary to complete construction of the Sherman pipeline extension.

As part of the amendments to the Omnibus Agreement, the parties to the Omnibus Agreement also agree to negotiate in good faith amendments to the partnership or company agreements of Enterprise Texas, Enterprise GC and Enterprise Intrastate relating to other business terms at any time the other party believes business circumstances have changed. Furthermore, EPO agrees to offer to DEP participation in any future expansion capital projects that are related to any assets owned by Enterprise Texas.

The foregoing description of the Omnibus Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Omnibus Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.6 and incorporated herein by reference.

Term Loan Agreement

On April 18, 2008, DEP entered into a standby Term Loan Agreement with Wachovia Bank, N.A. as administrative agent and lender, and the co-syndication agents, co-documentation agents and other lenders named therein, consisting of commitments for up to a $300.0 million senior unsecured term loan (as amended by the First Amendment, dated as of July 11, 2008, the “DEP II Term Loan Agreement”). Subsequently, commitments under this agreement decreased to approximately $282.3 million. DEP borrowed the full amount of approximately $282.3 million under the DEP II Term Loan Agreement on December 8, 2008.

Loans under the DEP II Term Loan Agreement are due and payable on December 8, 2011 (the “maturity date”). DEP may also prepay loans under the DEP II Term Loan Agreement at any time, subject to prior notice in accordance with the credit agreement. Loans may also be payable earlier in connection with an event of default.

Loans under the DEP II Term Loan Agreement bear interest of the type specified in the applicable borrowing request, and consist of either ABR loans or Eurodollar loans. The types of interest for ABR Loans and Eurodollar loans are determined by reference to the LIBO Rate or the Alternate Base Rate (both rates as defined in the credit agreement).

The DEP II Term Loan Agreement contains customary affirmative and negative covenants, including:

•		a limitation on indebtedness based on 50% of DEP’s consolidated EBITDA for the period of four full fiscal quarters then most recently ended (excluding other indebtedness in an aggregate principal amount not exceeding $25 million, and certain other specified exceptions);

•		a limitation on liens;

•		a limitation on fundamental changes, including mergers, consolidations and sales of all or substantially all assets or the equity interests of any of its subsidiaries (other than project finance subsidiaries);

•		an investment restriction on investments in project finance subsidiaries;

•		a restricted payment limitation, which includes a basket of up to $20.0 million in addition to other permitted restricted payments;

•		a limitation on DEP’s ability to permit agreements or arrangements on the ability of any subsidiary (other than a project finance subsidiary) to pay dividends or make other distributions or pay any indebtedness owed to DEP or any of its subsidiaries, or to make subordinate loans or advance to or make other investments in DEP or any of its subsidiaries, other than specified exceptions;

•		financial condition covenants, including maintenance of (i) a ratio of consolidated EBITDA to consolidated interest expense for the four full fiscal quarters most recently ended of not less than 2.75 to 1.00 as of the last day of any fiscal quarter and (ii) a leverage ratio of consolidated indebtedness to consolidated EBITDA for the four full fiscal quarters most recently ended not in excess of 5.00 to 1.00 as of the last day of any fiscal quarter, subject to certain adjustments for specified acquisitions;

•		a limitation on asset dispositions; and

•		a limitation on affiliate transactions.

DEP paid the administrative agent and the lenders customary fees in connection with the execution of the standby agreement on the closing date.

The foregoing descriptions of the DEP II Term Loan Agreement are not complete and are qualified in its entirety by reference to the full and complete terms of the DEP II Term Loan Agreement, including the First Amendment thereto, which are attached to this Current Report on Form 8-K as Exhibits 10.7 and 10.8, respectively, and incorporated herein by reference.

Unit Purchase Agreement

On December 8, 2008, DEP and EPO entered into a Unit Purchase Agreement (“Unit Purchase Agreement”), pursuant to which EPO purchased 41,529 DEP common units for an aggregate purchase price of $0.5 million, or $12.04 per unit. The price per unit was equal to the closing price per unit on December 5, 2008 as reported by the New York Stock Exchange. No commissions or discounts were paid in connection with this sale of common units. This sale of common units was registered on DEP’s Registration Statement on Form S-3 and included in a final prospectus supplement filed on December 8, 2008.

The foregoing description of the Unit Purchase Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Unit Purchase Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.9 and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 8, 2008, DEP acquired 100% of the member interests in Enterprise III, which owns equity interests in Enterprise GC, Enterprise Intrastate and Enterprise Texas. See the disclosure set forth in Item 1.01 for more information regarding the assets acquired and consideration paid for these controlling equity interests, which disclosure is incorporated by reference into this Item 2.01.

We will account for this transaction as a reorganization of entities under common control; therefore, we will consolidate the DEP II Midstream Businesses using EPO’s consolidated historical cost basis in each. There will be no step-up in basis recorded by DEP (as in a third party purchase accounting transaction) and no gain or loss recorded by the Seller Parties as a result of this transaction.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 18, 2008, DEP entered into the DEP II Term Loan Agreement, and on December 8, 2008, DEP borrowed approximately $282.3 million under this credit agreement. The description of the DEP II Term Loan Agreement in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

On December 8, 2008, DEP issued 37,333,887 Class B units in a private placement to EPO as described above under Item 1.01, which description is incorporated by reference into this Item 3.02. DEP relied upon the exemption set forth in Section 4(2) under the Securities Act of 1933, as amended, in connection with the private placement of these securities.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On December 8, 2008, the Partnership executed a Third Amendment. The description of the Third Amendment set forth in Item 1.01, and the Third Amendment attached to this Current Report on Form 8-K as Exhibit 3.1, are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the completion of the dropdown transaction is filed herewith as Exhibit 99.3.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The required financial statements are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

(b) Pro forma financial information.

The required pro forma financial information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.


Exhibit No.		Description

3.1		Third Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P. dated as of December 8, 2008.

5.1		Opinion of Stephanie C. Hildebrandt, Esq. re validity of common units.

10.1		Purchase and Sale Agreement dated as of December 8, 2008 by and among (a) Enterprise Products Operating LLC and Enterprise GTM Holdings L.P. as the Seller Parties and (b) Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P and DEP OLP GP, LLC as the Buyer Parties.

10.2		Contribution, Conveyance and Assumption Agreement dated as of December 8, 2008 by and among Duncan Energy Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership, L.P. and Enterprise GTM Holdings L.P.

10.3		Third Amended and Restated Agreement of Limited Partnership of Enterprise GC, L.P. dated as of December 8, 2008.

10.4		Fourth Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate L.P. dated as of December 8, 2008.

10.5		Amended and Restated Company Agreement of Enterprise Texas Pipeline, LLC dated as of December 8, 2008.

10.6		Amended and Restated Omnibus Agreement dated as of December 8, 2008 among Enterprise Products Operating LLC, 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 Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC, Enterprise Texas Pipeline LLC, Enterprise Intrastate L.P. and Enterprise GC, L.P.

10.7		Term Loan Agreement, dated as of April 18, 2008, among Duncan Energy Partners L.P., the lenders party thereto, 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 (including Form of Note attached as Exhibit G thereto).

10.8		First Amendment to Term Loan Agreement, dated as of July 11, 2008, among Duncan Energy Partners L.P., Wachovia Bank, National Association, as Administrative Agent, and the Lenders party thereto.

10.9		Unit Purchase Agreement, dated as of December 8, 2008, by and between Duncan Energy Partners L.P. and Enterprise Products Operating LLC.

23.1		Consent of Stephanie C. Hildebrandt, Esq. (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP.

99.1		Combined Financial Statements of DEP II Midstream Business for the nine months ended September 30, 2008 and the years ended December 31, 2007, 2006 and 2005.

99.2		Pro Forma Financial Statements.

99.3		Press release announcing transaction dated December 8, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


	DUNCAN ENERGY PARTNERS L.P.

	By: DEP Holdings, LLC, as general partner

Date: December 8, 2008	By: Name:	/s/ Michael J. Knesek Michael J. Knesek
	Title:	Senior Vice President, Controller and Principal Accounting Officer of DEP Holdings, LLC

EXHIBIT INDEX


Exhibit No.		Description

3.1		Third Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P. dated as of December 8, 2008.

5.1		Opinion of Stephanie C. Hildebrandt, Esq. re validity of common units.

10.1		Purchase and Sale Agreement dated as of December 8, 2008 by and among (a) Enterprise Products Operating LLC. and Enterprise GTM Holdings L.P. as the Seller Parties and (b) Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P and DEP OLP GP, LLC as the Buyer Parties.

10.2		Contribution, Conveyance and Assumption Agreement dated as of December 8, 2008 by and among Duncan Energy Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership, L.P. and Enterprise GTM Holdings L.P.

10.3		Third Amended and Restated Agreement of Limited Partnership of Enterprise GC, L.P. dated as of December 8, 2008.

10.4		Fourth Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate L.P. dated as of December 8, 2008.

10.5		Amended and Restated Company Agreement of Enterprise Texas Pipeline, LLC dated as of December 8, 2008.

10.6		Amended and Restated Omnibus Agreement dated as of December 8, 2008 among Enterprise Products Operating LLC, 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 Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC, Enterprise Texas Pipeline LLC, Enterprise Intrastate, L.P. and Enterprise GC, L.P.

10.7		Term Loan Agreement, dated as of April 18, 2008, among Duncan Energy Partners L.P., the lenders party thereto, 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 (including Form of Note attached as Exhibit G thereto).

10.8		First Amendment to Term Loan Agreement, dated as of July 11, 2008, among Duncan Energy Partners L.P., Wachovia Bank, National Association, as Administrative Agent, and the Lenders party thereto.

10.9		Unit Purchase Agreement, dated as of December 8, 2008, by and between Duncan Energy Partners L.P. and Enterprise Products Operating LLC.

23.1		Consent of Stephanie C. Hildebrandt, Esq. (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP.

99.1		Combined Financial Statements of DEP II Midstream Business for the nine months ended September 30, 2008 and the years ended December 31, 2007, 2006 and 2005.

99.2		Pro Forma Financial Statements.

99.3		Press release announcing transaction dated December 8, 2008.

exv3w1

Exhibit 3.1

EXECUTION COPY

THIRD AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
DUNCAN ENERGY PARTNERS L.P.

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.

RECITALS

WHEREAS, Section 5.6 of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partner except as otherwise provided in the Partnership Agreement, may, for any Partnership purpose, at any time or from time to time, issue additional Partnership Securities for such consideration and on such terms and conditions as determined by the General Partner; and

WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement (to reflect a change that the General Partner determines does not adversely affect the Limited Partners in any material respect); and

WHEREAS, Section 13.1(g) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect an amendment that, the General Partner determines to be necessary or appropriate in connection with the authorization of the issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the Partnership Agreement; and

WHEREAS, the Partnership has entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Enterprise Products Operating LLC (“EPO”) and Enterprise GTM Holdings L.P., (“Enterprise GTM,” together with EPO, the “Seller Parties”), and DEP Holdings, LLC, DEP Operating Partnership, L.P., and DEP OLP GP, LLC, pursuant to which the Seller Parties will contribute to the Partnership 100% of the membership interests in Enterprise Holding III, L.L.C. in exchange for (i) cash and (ii) the issuance of Class B Units representing a new class of Partnership Securities to be designated as “Class B Units,” with such terms as are set forth in this Amendment; and

WHEREAS, the General Partner has determined that the creation of the Class B Units will be in the best interests of the Partnership and fair to the Partnership’s unaffiliated Unitholders; and

WHEREAS, the issuance of the Class B Units complies with the requirements of the Partnership Agreement; and

WHEREAS, the General Partner has determined, pursuant to Section 13.1(j) of the Partnership Agreement, that the amendments to the Partnership Agreement set forth herein are necessary or appropriate in connection with the authorization of the issuance of the Class B Units; and

NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

Section 1. Amendments.

(a) Section 1.1 and Attachment 1. Section 1.1 and the definitions listed on Attachment I are hereby amended to add, or to amend and restate, the following definitions:

“Class B Conversion Effective Date” has the meaning assigned to such term in Section 5.10(f).

“Class B Unit” means a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners and Assignees, and having the rights and obligations specified with respect to the Class B Units in this Agreement. The term “Class B Unit” does not refer to a Common Unit until such Class B Unit has converted into a Common Unit pursuant to the terms hereof.

“Limited Partner Interest” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units or Class B Units or other Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner or Assignee is entitled as provided in this Agreement, together with all obligations of such Limited Partner or Assignee to comply with the terms and provisions of this Agreement.

“Outstanding” means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided, however, that with respect to Partnership Securities, if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of any Outstanding Partnership Securities of any class then Outstanding, all Partnership Securities owned by such Person or Group shall not be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Common Units so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Common Units shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement); provided, further, that the limitation in the foregoing proviso shall not apply (i) to any Person or Group who acquired 20% or more of any Outstanding Partnership Securities of any class then Outstanding directly from the General Partner or its Affiliates, (ii) to any Person or Group who acquired 20% or more of any Outstanding Partnership Securities of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) if the General Partner shall have notified such Person or Group in writing, prior to such acquisition, that such limitation shall not apply to such Person

or Group or (iii) to any Person or Group who acquired 20% or more of any Partnership Securities issued by the Partnership with the prior approval of the Board of Directors of the General Partner; and provided, further, that none of the Class B Units shall be deemed to be Outstanding for purposes of determining if any Class B Units are entitled to distributions of Available Cash unless such Class B Units shall have been reflected on the books of the Partnership as outstanding during such Quarter and on the Record Date for the determination of any distribution of Available Cash.

“Per Unit Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

(b) Section 4.7(c). Section 4.7(c) of the Partnership Agreement is hereby amended and restated to read in its entirety:

“(c) The transfer of a Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.4.”

“(c)(i) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

(ii) Subject to Section 6.4, immediately prior to the transfer of a Class B Unit or of a Class B Unit that has converted into a Common Unit pursuant to Section 5.10(f) by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph 5.5(c)(ii) apply), the Capital Account maintained for such Person with respect to its Class B Units or converted Class B Units will (A) first, be allocated to the Class B Units or converted Class B Units to be transferred in an amount equal to the product of (x) the number of such Class B Units or converted Class B Units to be transferred and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the transferor, regardless of whether it has retained any Class B Units or converted Class B Units. Following any such allocation, the transferor’s Capital Account, if any, maintained with respect to the retained Class B Units or retained converted Class B Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee’s Capital Account established with respect to the transferred Class B Units or converted Class B Units will have a balance equal to the amount allocated under clause (A) hereinabove.”

(d) Article V; Section 5.10. Article V is hereby amended to add a new Section 5.10 creating a new series of Partnership Units as follows:

“Section 5.10 Establishment of Class B Units.

(a) General. The General Partner hereby designates and creates a class of Units to be designated as “Class B Units” and consisting of a total of 37,333,887 Class B Units, and fixes the designations, preferences and relative,

participating, optional or other special rights, powers and duties of holders of the Class B Units as set forth in this Section 5.10.

(b) Rights of Class B Units. During the period commencing upon issuance of the Class B Units and ending on the Class B Conversion Effective Date:

(i) Allocations. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction and credit shall be allocated to the Class B Units to the same extent as such items would be so allocated if such Class B Units were Common Units that were then Outstanding.

(ii) Distributions. Except as otherwise provided in this Agreement, the Class B Units shall have the right to share in partnership distributions of Available Cash pursuant to Section 6.3 on a pro rata basis with the Common Units (excluding distributions with respect to any Record Date prior to February 1, 2009), so that the amount of any Partnership distribution to each Common Unit will equal the amount of such distribution to each Class B Unit. The Class B Units shall have the right to share in Partnership distributions of Available Cash pursuant to Section 6.3 with respect to any Record Date prior to February 1, 2009), so that the amount of any Partnership distribution to each Class B Unit will equal the amount of such distribution to each Common Unit multiplied by a fraction equal to (a) the number of days from December 8, 2008 until and including December 31, 2008 and (b) 92 days (the total number of days in the fourth quarter of 2008).

(c) Voting Rights. Prior to conversion, the Class B Units shall be entitled to vote on any matters on which Unitholders are entitled to vote together with the Common Units, and shall be entitled to vote on as a separate class on any matter that adversely affects the rights or preferences of the Class B Units in relation to other classes of Partnership Interests (including as a result of a merger or consolidation) or as required by law. The approval of a majority of the Class B Units shall be required to approve any matter for which the holders of the Class B Units are entitled to vote as a separate class. Each Class B Unit will be entitled to the number of votes equal to the number of Units into which a Class B Unit is convertible at the time of the record date for the vote or written consent on the matter.

(d) Certificates. The Class B Units will be evidenced by certificates in substantially the form of Exhibit A to this Amendment, subject to the satisfaction of any applicable legal and regulatory requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The certificates will initially include a restrictive legend to the effect that the Class B Units have not been registered under the Securities Act or any state securities laws.

(e) Registrar and Transfer Agent. The General Partner will act as registrar and transfer agent of the Class B Units.

(f) Conversion. Each Class B Unit shall automatically convert into one Common Unit (subject to appropriate adjustment in the event of any split-up, combination or similar event affecting the Common Units or other Units that occurs prior to the conversion of the Class B Units) effective as of February 1, 2009 (the “Class B Conversion Effective Date”) without any further action by the holders thereof. The terms of the Class B Units will be changed, automatically and without further action, on the Class B Conversion Effective Date so that each Class B Unit is converted into one Common Unit and, immediately thereafter, none of the Class B Units shall be Outstanding; provided, however, that such converted Class B Units will remain subject to the provisions of Sections 6.1(d)(x) and 6.4.

(g) Surrender of Certificates. Subject to the requirements of Section 6.4, on or after the Class B Conversion Effective Date, each holder of Class B Units shall promptly surrender the Class B Unit Certificates therefor, duly endorsed, at the office of the General Partner or of any transfer agent for the Class B Units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Units one or more Unit Certificates, registered in the name of such holder, for the number of Common Units to which such holder shall be entitled. Such conversion shall be deemed to have been made as of the Class B Conversion Effective Date whether or not the Class B Unit certificate has been surrendered as of such date, and the Person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units as of such date.

(g) Section 6.1(d)(x). Section 6.1(d) is hereby amended and restated to add a new Section 6.1(d)(x) as follows:

“(x) Economic Uniformity. With respect to any taxable period in which the Class B Conversion Effective Date occurs (and, if necessary, any subsequent taxable period), items of Partnership gross income, gain, deduction or loss for the taxable period shall be allocated 100% to each Limited Partner with respect to such Limited Partner’s Class B Units that are Outstanding on the Class B Conversion Effective Date in the proportion that the respective number of Class B Units held by such Partner bears to the total number of Class B Units then Outstanding, until each such Partner has been allocated the amount of gross income, gain, deduction or loss with respect to such Partner’s Class B Units that causes the Capital Account attributable to each Class B Unit, on a per Unit basis, to equal the Per Unit Capital Amount for a Common Unit on the Class B Conversion Effective Date. The purpose for this allocation is to establish uniformity between the Capital Accounts underlying converted Class B Units and the Capital Accounts underlying Common Units immediately prior to the conversion of Class B Units into Common Units.

(h) Article VI; Section 6.4. Article VI is hereby amended and restated to add a new Section 6.4 as follows:

“Section 6.4 Special Provisions Relating to the Holders of Class B Units. A Unitholder holding a Class B Unit that has converted into a Common Unit pursuant to Section 5.10 shall not be issued a Unit Certificate pursuant to Section 4.1, and shall not be permitted to transfer such Common Units until such time as the General Partner determines, based on advice of counsel, that the converted Class B Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.4, the General Partner shall take whatever steps are required to provide economic uniformity to the converted Class B Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(ii) and 6.1(d)(x); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units represented by Unit Certificates.”

Section 2. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

Section 3. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware.

Section 4. Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.


		General Partner:

		DEP HOLDINGS, LLC

		By:		/s/ Richard H. Bachmann

				Richard H. Bachmann
				President and Chief Executive Officer

EXHIBIT A

Certificate Evidencing Class B Units
Representing Limited Partner Interests in
DUNCAN ENERGY PARTNERS L.P.



No.		Class B Units

In accordance with Third Amendment to the Amended and Restated Agreement of Limited Partnership of DUNCAN ENERGY PARTNERS L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), DUNCAN ENERGY PARTNERS L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Class B Units representing limited partner interests in the Partnership (the “Class B Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and accompanied by a properly executed application for transfer of the Class B Units represented by this Certificate. The rights, preferences and limitations of the Class B Units are set forth in, and this Certificate and the Class B Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 1100 Louisiana Street, 10th Floor, Houston, Texas 77002. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the consents and approvals contained in the Partnership Agreement.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED.

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENTERPRISE GP HOLDINGS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE

A-1

COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENTERPRISE GP HOLDINGS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENTERPRISE GP HOLDINGS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DEP HOLDINGS, LLC, THE GENERAL PARTNER OF DUNCAN ENERGY PARTNERS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DUNCAN ENERGY PARTNERS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.


Dated:		DUNCAN ENERGY PARTNERS L.P.

Countersigned and Registered by:		By: DEP HOLDINGS, LLC,
		its General Partner

		By:

as Transfer Agent and Registrar		Name:


By:		By:

	Authorized Signature		Secretary

A-2

[Reverse of Certificate]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:


TEN COM - as tenants in common	UNIF GIFT/TRANSFERS MIN ACT
TEN ENT - as tenants by the entireties		Custodian

	(Cust)		(Minor)

JT TEN - as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts/Transfers to CD Minors Act (State)

Additional abbreviations, though not in the above list, may also be used.

FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto



(Please print or typewrite name and address of Assignee)				(Please insert Social Security or other identifying number of Assignee)

Class B Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of DUNCAN ENERGY PARTNERS L.P.


Date: ___		NOTE:		The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.


THE SIGNATURE(S) MUST BE GUARANTEED BY

AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN		(Signature)

ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15		(Signature)

A-3

No transfer of the Class B Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Class B Units to be transferred is surrendered for registration or transfer and, if requested by the General Partner pursuant to Section 4.8 of the Partnership Agreement, a Citizenship Certificate has been properly completed and executed by a transferee on a separate application that the Partnership will furnish on request without charge. A transferor of the Class B Units shall have no duty to the transferee with respect to execution of Citizenship Certificate in order for such transferee to obtain registration of the transfer of the Class B Units.

A-4

exv5w1

EXHIBIT 5.1

[DEP Letterhead]

December 8, 2008

Duncan Energy Partners L.P.
1100 Louisiana Street, 10th Floor
Houston, Texas 77002

Ladies and Gentlemen:

I have acted as counsel of Duncan Energy Partners L.P., a Delaware limited partnership (the “Partnership”) in connection with the preparation of a prospectus supplement dated December 8, 2008 (the “Prospectus Supplement”) registering 41,529 common units representing limited partner interests in the Partnership by the Partnership (the “Common Units”). The Prospectus Supplement supplements the form of prospectus (the “Prospectus”) contained in the registration statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on March 6, 2008.

All capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Registration Statement.

In arriving at the opinions expressed below, I have examined the following:

(i) the Certificate of Limited Partnership (the “Partnership Certificate”) and the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Partnership, in each case as amended to date;

(ii) the Certificate of Formation (the “GP Certificate”) and the Second Amended and Restated Limited Liability Company Agreement (the “GP LLC Agreement”) of DEP Holdings, LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”), in each case as amended to date;

(iii) the Certificate of Limited Partnership (the “DEP Operating Certificate”) and the Agreement of Limited Partnership (the “DEP Operating Agreement”) of DEP Operating Partnership, in each case as amended to date;

(iv) the Certificate of Formation (the “OLPGP Certificate”) and the Amended and Restated Limited Liability Company Agreement (the “OLPGP LLC Agreement”) of DEP OLPGP, LLC, a Delaware limited liability company and general partner of DEP Operating Partnership (the “OLPGP”), in each case as amended to date;

(v) certain resolutions of the board of directors of the General Partner adopted at meetings held on December 5, 2008 and December 7, 2008, relating to, among other things, the

Duncan Energy Partners L.P.
December 8, 2008
Page 2

issuance and sale of the Common Units pursuant to the Unit Purchase Agreement (defined below) and the Registration Statement;

(vi) a specimen of the certificate representing the Common Units;

(vii) the Registration Statement;

(viii) the Prospectus;

(ix) the Prospectus Supplement;

(x) an executed copy of the Unit Purchase Agreement, dated December 8, 2008, between the Partnership, Enterprise Products Operating LLC (the “Unit Purchase Agreement”); and

(xi) the originals or copies certified or otherwise identified to our satisfaction of such other instruments and other certificates of public officials, officers and representatives of the Partnership and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, I have assumed and have not verified (i) the genuineness of the signatures on all documents that I have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all the documents supplied to me as originals, and (iv) the conformity to the authentic originals of all documents supplied to me as certified or photostatic or faxed copies. In conducting my examination of documents executed by parties other than the Partnership, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by such parties of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.

In rendering the opinions expressed below with respect to the Securities, I have assumed that the certificates for the Common Units have been duly countersigned by a transfer agent and duly registered by a registrar of the Common Units.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Common Units, when such Common Units have been issued and delivered in accordance with the terms of the Unit Purchase Agreement, upon payment (or delivery) of the consideration therefor provided for therein, such Common Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable, except as such nonassessability may be affected by (i) the matters described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007 under the caption “Risk Factors—Risks Inherent in an Investment in Us—Unitholders may have liability to repay distributions” and (ii) Section 17-607 of the Delaware Revised Uniform Limited Partnership Act.

Duncan Energy Partners L.P.
December 8, 2008
Page 3

I express no opinion other than as to the Delaware Revised Uniform Limited Partnership Act.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my name under the heading “Validity of the Securities” in the Prospectus Supplement. In giving this consent I do not admit that I am an “expert” under the Securities Act, or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement, including this exhibit. This opinion is expressed as of the date hereof, and I disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law, and I have assumed that at no future time would any such subsequent change of fact or law affect adversely my ability to render at such time an opinion (a) containing the same legal conclusions set forth herein and (b) subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.


	Very truly yours,
	/s/ Stephanie C. Hildebrandt, Esq.
	Stephanie C. Hildebrandt, Esq.
	General Counsel

exv10w1

Exhibit 10.1

EXECUTION COPY

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 December 8, 2008

TABLE OF CONTENTS


	Page

ARTICLE I. CONTRIBUTION OF ASSIGNED INTEREST, GROSS CONSIDERATION AND ASSUMPTION OF LIABILITIES

1.1 Contribution of Assets		3
1.2 Consideration		3
1.3 Conveyance and Contribution by the Partnership		4
1.4 Assumption of Certain Liabilities		4

ARTICLE II. CLOSING

2.1 Closing		4
2.2 Deliveries by the Seller Parties		5
2.3 Deliveries by the Buyer Parties		6
2.4 Receipts		6
2.5 Allocation of Costs		7

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

3.1 Organization		7
3.2 Authorization		7
3.3 No Conflicts or Violations; No Consents or Approvals Required		8
3.4 Capitalization		8
3.5 Absence of Litigation		9
3.6 Title and Condition of Assets		9
3.7 Brokers and Finders		10
3.8 WAIVERS AND DISCLAIMERS		10

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

4.1 Organization		11
4.2 Authorization		11
4.3 No Conflicts or Violations; No Consents or Approvals Required		11
4.4 Absence of Litigation		12
4.5 Brokers and Finders		12
4.6 Validity of Unit Consideration		12

ARTICLE V. COVENANTS AND AGREEMENTS

5.1 Conduct of the Operations		12
5.2 Access		13
5.3 Additional Agreements		13
5.4 Further Assurances		13
5.5 Investment Representations		14
5.6 HSR		15

-i-


	Page

ARTICLE VI. CONDITIONS TO CLOSING

6.1 Conditions to Each Party’s Obligation to Close		16
6.2 Conditions to the Buyer Parties’ Obligation to Close		16
6.3 Conditions to the Seller Parties’ Obligation to Close		17

ARTICLE VII. TERMINATION

7.1 Termination		18
7.2 Effect of Termination		19

ARTICLE VIII. INTERPRETATION; DEFINED TERMS

8.1 Interpretation		19
8.2 References, Gender, Number		20
8.3 Defined Terms		20

ARTICLE IX. MISCELLANEOUS

9.1 Expenses		26
9.2 Notices		26
9.3 Severability		26
9.4 Governing Law		27
9.5 Parties in Interest		27
9.6 Assignment of Agreement		27
9.7 Captions		27
9.8 Counterparts		27
9.9 Director and Officer Liability		27
9.10 Integration		27
9.11 Amendment		27
9.12 Waiver of Limited Call Right		27

Schedules:

Seller Parties’ Disclosure Schedules


Schedule 3.3	-	No Conflicts
Schedule 3.4	-	Capital Stock Held in Others
Schedule 3.5	-	Seller Parties Litigation
Schedule 3.6	-	Title to Assigned Interest and Subsidiary Interests

Buyer Parties’ Disclosure Schedules

Schedule 4.3	-	No Conflicts

Exhibits

-ii-

		A Amended and Restated Omnibus Agreement
		B Amended and Restated Agreement of Limited Partnership of Enterprise GC
		C Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate
		D Amended and Restated Agreement of Limited Partnership of Enterprise Texas
		E Contribution, Conveyance and Assumption Agreement
		F Third Amendment to Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P.

-iii-

PURCHASE AND SALE AGREEMENT

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.”

WHEREAS, Enterprise GTM, owns a 99.0% limited partner interest in Enterprise GC, L.P., a Delaware limited partnership (“Enterprise GC”), and Enterprise Holding III, L.L.C., a Delaware limited liability company (“Enterprise Holding III”), owns a 1.0% general partner interest in Enterprise GC; and

WHEREAS, Enterprise GTM owns a 99.0% limited partner interest in Enterprise Intrastate L.P., a Delaware limited partnership (“Enterprise Intrastate”), and Enterprise Holding III owns a 1.0% general partner interest in Enterprise Intrastate; and

WHEREAS, Enterprise GTM owns 99.0% and Enterprise Holding III owns 1.0% of the membership interests of Enterprise Texas Pipeline, LLC, a Texas limited liability company (“Enterprise Texas”); and

WHEREAS, Enterprise GTM owns 100% of the membership interests of Enterprise Holding III; and

WHEREAS, Enterprise GTM will effect an Assignment of the Subsidiary Interests (as defined below) as contributions to Enterprise Holding III at the Closing, and the conversion of the Subsidiary Interests into new general partner and membership interests; and

WHEREAS, Enterprise GTM will effect the Assignment of the Assigned Interest (as defined below) in Enterprise Holding III to the Partnership, and in exchange will receive from the Partnership as consideration for the Gross Consideration set forth below; and

WHEREAS, concurrently with the consummation of the transactions contemplated herein (the “Closing”), each of the following shall occur:

1. Enterprise GTM will contribute, assign, transfer and convey to Enterprise Holding III a 65% Enterprise GC limited partner interest, a 50% Enterprise Intrastate limited partner interest and a 50% Enterprise Texas membership interest (the “Subsidiary Interests”), at which time such interests together with the general partner interest or other membership interest owned by Enterprise Holding III shall be converted into the applicable general partner interests or membership interests as set forth in the applicable Amended Entity Agreements to be executed at the Closing;

2. Enterprise GTM will contribute, sell, assign, transfer and convey to the Partnership all of its respective right, title and interest in and to all of the membership interests in Enterprise Holding III (the “Enterprise Holding III Member Interests” or the “Assigned Interest”), free and clear of all Encumbrances other than the Encumbrances set forth in (a) the Amended Entity Agreements to be executed at the Closing, and (b) the Amended and Restated Omnibus Agreement.

3. Concurrent with the assignment described in paragraph 2 above, the Partnership will assign and covey its rights to such interests to the Operating Partnership, which will acquire such interests free and clear of all Encumbrances other than the Encumbrances set forth in (a) the applicable Amended Entity Agreements to be executed at the Closing to evidence the admission of the Operating Partnership as partners or members of such entities, and (b) the Amended and Restated Omnibus Agreement.

4. The Partnership will consummate the Equity Offering for 41,529 Common Units for aggregate net proceeds of approximately $500,000 pursuant to the Unit Purchase Agreement.

5. The Partnership will borrow $282.25 million (“Debt Proceeds”) pursuant to a standby term loan agreement dated April 18, 2008 (as amended, the “Term Loan”) with Wachovia Bank, National Association, as Administrative Agent and Lender, and with co-syndication agents, co-documentation agents and other Lenders named therein (the “Lenders”).

6. The Partnership will use the aggregate net proceeds (after discounts and commissions, if any) from the Equity Offering (the “Offering Proceeds”) and Debt Proceeds to (a) pay transaction expenses associated with the transactions contemplated by this Agreement in the estimated amount of $2.25 million, exclusive of underwriters’ discounts and commissions, if any, and (b) pay a cash amount equal to $280.5 million ($280.0 million plus the Offering Proceeds) (the “Cash Consideration”) to Enterprise GTM, as partial consideration for the contribution of the Assigned Interest.

7. The Partnership will issue 37,333,887 Class B Units to Enterprise GTM, with an aggregate value of $449,499,999.48 (approximately $450.0 million less the value of the net Offering Proceeds), to Enterprise GTM as the Unit Consideration and partial consideration for the contribution of the of the Assigned Interest.

8. The agreements of limited partnership of Enterprise GC and Enterprise Intrastate and the company agreement of Enterprise Texas shall be amended or amended and restated as set forth in the Amended Entity Agreements to reflect the transactions set forth herein and contemplated by the Conveyance Agreement.

9. The Omnibus Agreement shall be amended and restated as set forth in the Amended and Restate Omnibus Agreement to reflect the transactions set forth herein and contemplated by the Conveyance Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein and in the Omnibus Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I.
CONTRIBUTION OF ASSIGNED INTEREST, GROSS CONSIDERATION AND ASSUMPTION OF LIABILITIES

1.1 Contribution of Assets. At the Closing, (a) Enterprise GTM shall irrevocably contribute, sell, assign, transfer and convey (collectively, the “Assignment”) to the Partnership and its successors and assigns all of Enterprise GTM’s right, title and interest in and to the Assigned Interest, free and clear of all Encumbrances and (b) the Partnership shall accept and purchase such Assigned Interest for its own account in exchange for the Gross Consideration. The certificate representing the Assigned Interest shall be duly endorsed in blank or accompanied by a membership interest assignment separate from certificate, as applicable, duly executed in blank by EPO, in its capacity as the general partner of Enterprise GTM, in a form reasonably acceptable to the Partnership, with all necessary transfer tax or other revenue stamps, acquired at Seller Parties’ expense, affixed and canceled.

1.2 Consideration.

(a) Gross Consideration. The aggregate Cash Consideration and Unit Consideration payable by the Buyer Parties (the “Gross Consideration”) to Enterprise GTM in exchange for the Assignment of the Assigned Interest at Closing shall be as follows:

(i) The Partnership shall pay Enterprise GTM the Cash Consideration at the Closing by wire transfer of immediately available funds to the accounts specified by Enterprise GTM in writing prior to the Closing; and

(ii) The Partnership shall issue the Unit Consideration to Enterprise GTM at Closing. The Unit Consideration shall be issued subject to the rights, preferences and privileges set forth in the Partnership Agreement as amended by the DEP Agreement, the Delaware Revised Uniform Limited Partnership Act and federal and state securities laws. The Unit Consideration shall be issued by the Partnership at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) instructing such transfer agent to promptly deliver certificates representing the Unit Consideration issued in the name of Enterprise GTM or its designees (the “Certificates”).

(b) Payment of Gross Consideration. The Parties agree that the Gross Consideration is allocable to Enterprise GTM in the manner set forth in Section 1.2(a), and the Seller Parties acknowledge that payment of the Gross Consideration in the manner set forth in Section 1.2(a) constitutes payment in full of the applicable portion of the Gross Consideration to which the Seller Parties are entitled. The Seller Parties agree that payment of the Cash Consideration shall be deemed made in full when the Parties receive confirmation from the financial institution holding the accounts into which payment of the Cash Contribution is made that the payment has been successfully received in such accounts in immediately available funds and the Transfer Agent has acknowledged the issuance and delivery of the Unit Consideration. Such confirmation shall be conclusive evidence of such receipt.

1.3 Conveyance and Contribution by the Partnership. The Partnership hereby grants, contributes, transfers, assigns and conveys to OLP (including by and through the OLP GP for its proportionate contribution), its successors and assigns, all of the Partnership’s right, title and interest in and to the Assigned Interest, and OLP hereby accepts the Assigned Interest as an additional capital contribution by the Partnership and the OLP GP.

1.4 Assumption of Certain Liabilities.

(a) Assumption of Subject Liabilities by the Partnership. Except as set forth in the Omnibus Agreement, from and after the Effective Time of the Assignment by Enterprise GTM of the Assigned Interest to the Partnership, the Partnership hereby assumes and agrees to duly and timely pay, perform and discharge all obligations and liabilities relating to the Assigned Interest (the “Subject Liabilities”), to the full extent that the Seller Parties have previously or would have been in the future obligated to pay, perform and discharge the Subject Liabilities were it not for the Assignment described herein and the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Subject Liabilities shall not (i) increase the obligation of the Partnership with respect to the Subject Liabilities beyond that of the Seller Parties, (ii) waive any valid defense that was available to any Seller Party with respect to the Subject Liabilities or (iii) enlarge any rights or remedies of any third party under any of the Subject Liabilities.

(b) Assumption of Subject Liabilities by OLP. In connection with the contribution by the Partnership of the Subject Interests to OLP and the General Partner, and the subsequent contribution by the General Partner of all of its Subject Interests to OLP, OLP hereby assumes and agrees to duly and timely pay, perform and discharge all of the Subject Liabilities, to the full extent that the Partnership has been heretofore or would have been in the future obligated to pay, perform and discharge the Subject Liabilities were it not for such distribution and the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Subject Liabilities shall not (i) increase the obligation of OLP with respect to the Subject Liabilities beyond that of the Partnership, (ii) waive any valid defense that was available to the Partnership with respect to the Subject Liabilities or (iii) enlarge any rights or remedies of any third party under any of the Subject Liabilities.

(c) General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, the terms and provisions of this Article I, no Party shall be deemed to have assumed, and the Subject Interests have not and are not being assigned or contributed, as the case may be, subject to any Encumbrances of any kind, including, without limitation, Encumbrances securing Indebtedness other than Encumbrances provided in the Charter Documents of Enterprise Holding III, and all such Encumbrances shall be deemed to be excluded from the assumptions of liabilities made under this Article I.

ARTICLE II.
CLOSING

2.1 Closing. The Closing shall be held at the offices of Andrews Kurth LLP, 600 Travis Street, 42nd Floor, Houston, Texas 77002 at 8:00 a.m. Central Standard Time on the date

of this Agreement following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions relating to the execution of the applicable Concurrent Agreements and the receipt of the Cash Consideration and the Certificates, which will be satisfied at the Closing), or such other location or date as the Parties may agree. The date on which the Closing takes place is referred to herein as the “Closing Date.” If the Closing occurs, the Closing shall be deemed to be effective as of 12:01 a.m. Central Standard Time on the Closing Date (the “Effective Time”). Notwithstanding anything in this Agreement to the contrary, title to the Assigned Interest shall pass at the Closing.

2.2 Deliveries by the Seller Parties. At the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Buyer Parties the following:

(a) A certified copy of the resolutions duly adopted by (i) the Board of Directors of Enterprise Products GP, LLC, EPD’s general partner, on behalf of EPD, (ii) the sole manager of EPO, on its own behalf and on behalf of Enterprise GTM in its capacity as the general partner of Enterprise GTM, approving this Agreement and all other agreements and documents contemplated hereby to which the applicable foregoing Party is a party or will be a party as of the Closing, including, without limitation, the Amended and Restated Omnibus Agreement (the “Seller Party Concurrent Agreements”) and the consummation of the transactions contemplated hereby and thereby;

(b) The Seller Party Closing Certificate, executed by a duly authorized representative of EPD on behalf of the Seller Parties.

(c) The written consent of Enterprise Holding III, in its capacity as the general partner of Enterprise GP and Enterprise Intrastate and as the managing member of Enterprise Texas, (i) consenting to the assignments of the applicable Subsidiary Interests in Enterprise GP, and Enterprise Intrastate and Enterprise Texas from Enterprise GTM to Enterprise Holding III, (ii) certifying as to all outstanding Capital Stock of Enterprise GP, and Enterprise Intrastate and Enterprise Texas in effect as of the Closing Date, and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock of Enterprise GP, and Enterprise Intrastate and Enterprise Texas, and (iii) attaching Charter Documents of Enterprise GP, and Enterprise Intrastate and Enterprise Texas certified by Enterprise Holding III to be true, accurate and complete as of immediately prior to the Closing and as amended and restated as of the Closing Date.

(d) The written consent of EPO, in its capacity as the general partner of Enterprise GTM, (i) consenting to the contribution and assignment of the Subsidiary Interests by Enterprise GTM to Enterprise Holding III, and the conversion of the partner and member interests as set forth in the respective Amended Entity Agreements to be effective as of the Closing, (ii) consenting to the contribution and assignment by Enterprise GTM of the Assigned Interest to the Partnership, (iii) consenting to the contribution and assignment by the Partnership of the Assigned Interest to the OLP (including through the OLP GP for its proportionate share of the OLP), (iv) certifying as to all outstanding Capital Stock of Enterprise Holding III in effect as of the Closing Date, and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock of Enterprise Holding III and (v) attaching Charter Documents of

Enterprise Holding III certified by EPO to be true, accurate and complete as of immediately prior to the Closing and as amended and restated as of the Closing Date.

(e) A certificate, executed by a duly authorized representative of EPO on behalf of the Seller Parties, certifying as to the incumbency of each person executing this Agreement or any Concurrent Agreement on behalf of any Seller Party.

(f) A counterpart of this Agreement and all other Seller Party Concurrent Agreements, including the Amended and Restated Omnibus Agreement, duly executed by an authorized representative of each Seller Party and EPD.

(g) Such other certificates, instruments of conveyance and documents as are listed in Article VI herein or as may be reasonably requested by the Buyer Parties prior to the Closing Date to carry out the intent and purposes of this Agreement and the Amended and Restated Omnibus Agreement.

2.3 Deliveries by the Buyer Parties. At the Closing, the Buyer Parties shall deliver, or cause to be delivered, to the Seller Parties the following:

(a) The Cash Consideration as provided in Section 1.2(a)(i).

(b) The Instruction Letter as provided in Section 1.2(a)(ii), which letter shall also instruct the Partnership’s transfer agent to promptly deliver a certificate representing the Unit Consideration issued in the name of Enterprise GTM.

(d) A counterpart of the DEP Amendment duly executed by the General Partner and effective as of the Closing Date.

(e) The Buyer Party Closing Certificate, duly executed by a duly authorized representative of the Partnership.

(f) A counterpart of this Agreement, the DEP Amendment and all other agreements and documents contemplated hereby to which each Buyer Party is a party or will be a party as of the Closing, including the Amended and Restated Omnibus Agreement (the “Buyer Party Concurrent Agreements”), duly executed by an authorized representative of each Buyer Party and, as applicable, the other subsidiaries of the OLP that are party to the current Omnibus Agreement.

(g) Such other certificates, instruments of conveyance and documents as are listed in Article VI herein or as may be reasonably requested by the Seller Parties prior to the Closing Date to carry out the intent and purposes of this Agreement and the Omnibus Agreement.

2.4 Receipts. Subject to the terms hereof, all monies, proceeds, receipts, credits and income attributable to the Assigned Interest and distributable or payable with respect thereto shall be the sole property and entitlement of the Buyer Parties, and, to the extent received by any

Seller Party or one of its affiliates, shall be promptly accounted for and transmitted to the appropriate Buyer Party.

2.5 Allocation of Costs.

(a) Enterprise GTM shall pay the cost of any applicable sales, transfer and stamp taxes arising out of the Assignment of the Assigned Interest to the Partnership and the assignment of the Subsidiary Interests to Enterprise Holding III.

(b) Each Party shall bear its own costs and expenses in the drafting and negotiation of this Agreement and the Seller Party Concurrent Agreements and the consummation of the transactions contemplated hereby.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

The Seller Parties jointly and severally hereby represent and warrant to the Buyer Parties as of the date hereof and as of the Closing Date as follows:

3.1 Organization. Each Seller Party and Subject Entity (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction in which it so organized or formed, (ii) has full partnership or limited liability company power and authority to carry on its business as it is currently being conducted and (iii) is duly qualified to conduct business as a foreign partnership or limited liability company and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

3.2 Authorization. Each Seller Party has full partnership or limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and any Seller Party Concurrent Agreements to which it is or will at Closing be a party and to consummate the transactions consummated hereby and thereby. The execution and delivery by each Seller Party of this Agreement and the Seller Party Concurrent Agreements to which each Seller Party is or will at Closing be a party and the consummation by such Seller Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary partnership or limited liability company action of the Seller Parties. This Agreement has been duly executed and delivered by each Seller Party and constitutes, and each Seller Concurrent Agreement executed or to be executed by each Seller Party at Closing has been, or when executed will be, duly executed and delivered by such Seller Party and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Seller Party, enforceable against such Seller Party in accordance with the terms hereof and thereof, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting creditors’

rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies in certain instances.

3.3 No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.3, the execution, delivery and performance by each Seller Party of this Agreement and the other Seller Party Concurrent Agreements to which such Seller Party is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Seller Party’s or any Subject Entity’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests or the Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Subject Entities are a party, by which any Subject Entity’s assets are bound or to which the Subsidiary Interests or the Assigned Interest are subject, (c) violate any Order applicable to any Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. No Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3.

3.4 Capitalization. As of the date of this Agreement, Enterprise GTM directly owns a 99.0% limited partner interest in Enterprise GC and Enterprise Intrastate and 99.0% of the membership interests of Enterprise Texas. Enterprise Holding III directly owns a 1.0% general partner interest in Enterprise GC and Enterprise Intrastate and 1.0% of the membership interests of Enterprise Texas (the “Outstanding Interests”), all of which outstanding interests are duly and validly issued, fully paid and nonassessable and free of any preemptive rights except as set forth in the Charter Documents of each Subject Entity. Except for the Outstanding Interests, no other Capital Stock of any Subject Entity is authorized, issued, outstanding or reserved for issuance, and no Subject Entity has issued or is obligated to issue any warrant, option, call, put or security which is convertible into, exercisable or exchangeable for any Capital Stock of any Subject Entity. No Subject Company is a party to any Contract obligated it to issue, sell, purchase or redeem any of the Subsidiary Interests, the Assigned Interest or other Outstanding Interests. No Subject Entity is a party to any notes or other indebtedness the holders of which have the right to vote (or which are convertible into, exchangeable for or evidence the right to subscribe for or acquire securities having the right to vote) with the partners or members of the applicable Subject Entity on any matter. There are no voting trusts, irrevocable proxies or other Contracts to which any Subject Entity, the Subsidiary Interests or the Assigned Interest are bound with respect to voting any Capital Stock of any Subject Entity. There are no Contracts restricting or preventing the payment of distributions by any Subject Entity other than as set forth in the Charter Documents. All securities issued by the Subject Entities have been issued in

transactions exempt from registration under the Securities Act, the rules and regulations promulgated thereunder and applicable state securities laws. The Subject Entities do not own any Capital Stock of any Person.

3.5 Absence of Litigation. Except as set forth in Seller Disclosure Schedule 3.5, there is no Action pending or, to the knowledge of the Seller Parties, threatened against any Seller Party or any of its Affiliates relating to the transactions contemplated by this Agreement, the Subsidiary Interests or the Assigned Interest or which, if adversely determined, could reasonably be expected to materially impair the ability of the Seller Parties to perform their obligations and agreements under this Agreement or the Seller Party Concurrent Agreements and to consummate the transactions contemplated hereby and thereby.

3.6 Title and Condition of Assets.

(a) Title to the Subsidiary Interests and the Assigned Interest. Enterprise GTM and Enterprise Holding III are the sole direct legal and beneficial owners of all of the Outstanding Interests of the Subject Entities as described in Section 3.4, free and clear of all Encumbrances. No Person has any right of first refusal, option or other right to purchase or acquire all or any portion of the Subsidiary Interests or the Assigned Interest. On the Closing Date, Enterprise GTM shall transfer good and marketable title to the Assigned Interest to the Partnership, and the Partnership will own the Assigned Interest free and clear of any Encumbrances other than Encumbrances provided in the Charter Documents of the Enterprise Holding III (which shall not be amended or modified between the Execution Date and the Closing Date except with the prior written consent of the Partnership, and Enterprise Holding III will own the Subsidiary Interests free and clear of any Encumbrances other than Encumbrances provided in the Charter Documents of the Subject Entities (which shall not be amended or modified between the Execution Date and the Closing Date, other than the execution and delivery of the Amended Entity Agreements on the Closing Date).

(b) Title to and Condition of Assets. The Subject Entities have good and marketable title (fee simple in the case of real property) to all of the tangible assets, properties and interests in properties, whether real, personal or mixed, reflected as owned by it on the audited combined balance sheet of the DEP II Midstream Business as of September 30, 2008 (the “Subject Entity Assets”), other than assets sold or otherwise disposed of in the ordinary course of business, free and clear of all Encumbrances other than Permitted Encumbrances or as described in Schedule 3.6, subject to all recorded Encumbrances on such Subject Entity Assets in existence on the Closing Date; provided, however, that except as set forth in Seller Disclosure Schedule 3.6, each applicable Seller Party hereby represents and warrants that it knows of no material title defect affecting any of the Subject Entity Assets arising by, through or under such Seller Party. There has not been granted to any Person, and no Person possesses, any right of first refusal to purchase any of the Subject Entity Assets. To the Seller Parties’ knowledge, the Subject Entity Assets constitute all of the physical assets material to the operation of the business of the Subject Entities as conducted on the date hereof and the Closing Date, and all such Subject Entity Assets are in good operating condition and repair (normal wear and tear excepted and except as reserved against on the audited combined balance sheet of the DEP II Midstream Business as of September 30, 2008), are free from material defects (other than routine

maintenance or repairs) and are fit for the particular purpose for which they are currently being used.

3.7 Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of any of the Seller Parties who is entitled to receive from any Buyer Party any fee or commission in connection with the transactions contemplated by this Agreement.

3.8 WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE CONCURRENT AGREEMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE OR MAKES AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATION, WARRANTY, PROMISE, COVENANT, AGREEMENT OR GUARANTY OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE SUBJECT ENTITY ASSETS, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE SUBJECT ENTITY ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES ON OR UNDER THE SUBJECT ENTITY ASSETS, (II) THE INCOME TO BE DERIVED FROM THE SUBJECT ENTITY ASSETS, (III) THE SUITABILITY OF THE SUBJECT ENTITY ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE SUBJECT ENTITY ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SUBJECT ENTITY ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE CONCURRENT AGREEMENTS OR THE OMNIBUS AGREEMENT, NO PARTY IS LIABLE TO THE OTHER PARTIES HEREIN OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT ENTITY ASSETS FURNISHED BY ANY AGENT, EMPLOYEE OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE CONCURRENT AGREEMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ASSETS ARE IN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

The Buyer Parties jointly and severally hereby represent and warrant to the Seller Parties on the date hereof and the Closing Date as follows:

4.1 Organization. Each Buyer Party (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction in which it so organized or formed, (ii) has full partnership or limited liability company power and authority to carry on its business as it is currently being conducted and (iii) is duly qualified to conduct business as a foreign partnership or limited liability company and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.2 Authorization. Each Buyer Party has full partnership or limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, the DEP Amendment and any other Buyer Party Concurrent Agreements to which it is or will at Closing be a party and to consummate the transactions consummated hereby and thereby. The execution and delivery by each Buyer Party of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which each Buyer Party is or will at Closing be a party and the consummation by such Buyer Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary partnership or limited liability company action of the Buyer Parties. This Agreement has been duly executed and delivered by each Buyer Party and constitutes, and the DEP Amendment and each Buyer Concurrent Agreement executed or to be executed by each Buyer Party at Closing has been, or when executed will be, duly executed and delivered by such Buyer Party and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Buyer Party, enforceable against such Buyer Party in accordance with the terms hereof and thereof, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies in certain instances.

4.3 No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, the execution, delivery and performance by each Buyer Party of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer Party’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (d) subject to obtaining the Consents or making the registrations,

declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No Consent of any Governmental Entity or any other Person is required to be obtained by any Buyer Party in connection with the execution, delivery and performance of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3.

4.4 Absence of Litigation. There is no Action pending or, to the knowledge of the Buyer Parties, threatened against any Buyer Party or any of its affiliates relating to the transactions contemplated by this Agreement or which, if adversely determined, would reasonably be expected to materially impair the ability of the Buyer Parties to perform their obligations and agreements under this Agreement, the DEP Amendment or the other Buyer Party Concurrent Agreements and to consummate the transactions contemplated hereby and thereby.

4.5 Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of any of the Buyer Parties who is entitled to receive from any Buyer Party any fee or commission in connection with the transactions contemplated by this Agreement, other than the payment of a financial advisor fee to Houlihan Lokey, which has been retained to advise the Audit, Conflicts and Governance Committee of the Board of Directors of the General Partner, as set forth in the engagement letter dated as of October 28, 2008.

4.6 Validity of Unit Consideration. The Class B Units comprising the Unit Consideration and the Limited Partner Interests represented thereby have been duly and validly authorized by the Partnership’s Charter Documents and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Partnership’s organizational documents) and nonassessable (except as such nonassessability may be affected by matters described in the Partnership’s Registration Statement on Form S-3 filed with the SEC on March 6, 2008). The Common Units issuable upon conversion of the Class B Units and the Limited Partner Interests represented thereby have been duly and validly authorized by the Partnership’s Charter Documents and, when issued and delivered upon conversion of the Class B Units, will be validly issued, fully paid (to the extent required under the Partnership’s organizational documents) and nonassessable (except as such nonassessability may be affected by matters described in the Partnership’s Registration Statement on Form S-3 filed with the SEC on March 6, 2008).

ARTICLE V.
COVENANTS AND AGREEMENTS

5.1 Conduct of the Operations. Except as specifically provided in this Agreement, the Seller Concurrent Agreements or the Omnibus Agreement, during the period from the date of this Agreement until the Closing Date, each Seller Party shall, and shall cause the Subject Entities to, (i) conduct its respective operations in accordance with its ordinary course of

business consistent with past practices, (ii) use reasonable commercial efforts to preserve, maintain and protect its respective material assets, Contracts, rights and properties, (iii) not terminate, materially amend or enter into material agreements affecting the Subject Entity Assets except in the ordinary course of business consistent with past practice, (iv) cause the Subject Entities to maintain insurance policies with coverage on the Subject Entity Assets presently furnished by nonaffiliated third parties in the amounts and types presently in effect, (v) use commercially reasonable efforts to maintain all material Contracts of the Subject Entities, including, without limitation, real property leases, in full force and effect, (vi) cause the Subject Entities not to transfer, sell, hypothecate, distribute, Encumber or otherwise dispose of any material assets of the Subject Entities except for sales and dispositions in the ordinary course of business consistent with past practices, (vii) not amend or restate the Charter Documents of the Seller Parties in a manner which would require any consent to be obtained to effect the transactions contemplated herein or in the Omnibus Agreement or which could reasonably be expected to hinder, impede, delay or adversely affect the consummation of the transactions contemplated herein, (viii) cause the Subject Entities not to amend or restate their respective Charter Documents in any manner or issue any Capital Stock or options, warrants or other rights convertible into or exchangeable for Capital Stock of any Subject Entity, (viii) sell, assign, transfer, Encumber or otherwise dispose of all or any portion of the Subsidiary Interests or the Assigned Interest or grant any option to purchase or right of first refusal in connection therewith to any Person or (viii) commit to do the foregoing.

5.2 Access. From the date of this Agreement until the Closing Date, each Seller Party shall, upon reasonable advance notice by the Partnership, (i) provide each Buyer Party and its representatives reasonable access, during normal business hours, to the Subject Entity Assets and (ii) as promptly as possible furnish to each Buyer Party such documents and information concerning the Subsidiary Interests, the Assigned Interest and the Subject Entity Assets as the Partnership from time to time may reasonably request.

5.3 Additional Agreements. Subject to the terms and conditions of this Agreement, the Concurrent Agreements and the Omnibus Agreement, each of the Parties shall use its commercially reasonable efforts to do or cause to be done all actions necessary or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including the fulfillment of the conditions set forth in Article VI, to the extent that the fulfillment of such conditions is within the control of such Party; provided, however, that in no event shall any Party or its affiliates be required to divest any interest that they may have in any material assets or business. Subject to the foregoing, if at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Parties and their duly authorized representatives shall use commercially reasonable efforts to take all such action.

5.4 Further Assurances. From time to time after the date hereof, and without any further consideration, the Parties agree to execute, acknowledge and deliver such additional agreements, instruments, notices, certificates and other documents, and take such actions, as may be necessary or appropriate to more fully and effectively vest in the applicable Parties and their respective successors and assigns legal, beneficial and record title to the property, rights and interests contributed, assigned or otherwise granted herein or in the Concurrent Agreements, including, without limitation, the Omnibus Agreement and more fully and effectively carry out

the purposes and intent of this Agreement and the Concurrent Agreements, including, without limitation, the Omnibus Agreement. It is the express intent of the Parties that the Partnership (and OLP, as the assignee of the Partnership) own all right, title and interest in and to the Assigned Interest, and that Enterprise Holding III own all right, title and interest in and to the Subsidiary Interests as of the Closing Date.

5.5 Investment Representations.

(a) EPO and the other Seller Parties have substantial experience analyzing and investing in companies like the Partnership and OLP, and Seller Parties are capable of evaluating the merits and risks of an investment in the Partnership. To the extent Seller Parties have deemed it necessary, Seller Parties have retained at their own expense and relied upon appropriate professional advice regarding the investment in the Unit Consideration, including, without limitation, tax, accounting and legal advice with respect to thereto. Enterprise GTM is an accredited investor, as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended, is able to bear the economic risk of its investment in the Partnership and has sufficient net worth to sustain a loss of its entire investment in the Partnership if such loss should occur.

(b) Enterprise GTM has had an opportunity to discuss the Partnership’s business, management and financial affairs with the General Partner and other representatives of the Partnership and has had an opportunity to review the Partnership’s operations and facilities. Enterprise GTM has had an opportunity to ask questions of such Partnership personnel, which questions have been answered to Enterprise GTM’s satisfaction. Enterprise GTM acknowledges it is familiar with the nature of the Partnership’s business. Enterprise GTM acknowledges that an investment in the Unit Consideration involves numerous risks, including those described under the heading “Risk Factors” in the Partnership’s Registration Statement filed on Form S-3 with the United States Securities and Exchange Commission on March 6, 2008 and in the Partnership’s other filings with the United States Securities and Exchange Commission.

(c) Enterprise GTM is acquiring the Unit Consideration solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Enterprise GTM acknowledges that the Unit Consideration has not been registered under the Securities Act or applicable state securities laws by reason of a specific exemption from the registration provisions thereof, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of EDP’s representations as expressed herein. Enterprise GTM acknowledges that the Partnership is relying, in part, upon the representations and warranties contained in this Section 5.6 for the purpose of determining whether this transaction meets the requirements for such exemptions. Enterprise GTM acknowledges that it must bear the economic risk of its investment in the Unit Consideration for an indefinite period of time because the Unit Consideration must be held indefinitely unless subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available.

(d) Enterprise GTM is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit limited resales of securities purchased in a private placement subject to the satisfaction of certain conditions. EPD acknowledges that any

transfer agent of the Partnership will be issued stop transfer instructions with respect to such Unit Consideration unless such transfer is subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. EPD acknowledges that the Certificate shall bear the legend set forth in the Partnership Agreement and the a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO DUNCAN ENERGY PARTNERS L.P. (THE “PARTNERSHIP”), IN A FORM GENERALLY ACCEPTABLE TO THE PARTNERSHIP, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

The legend set forth above shall be removed, and the Partnership shall issue a certificate without such legend to the holder of the Unit Consideration, if, unless otherwise required by state securities laws, (i) such Unit Consideration is registered for resale under the Securities Act, (ii) in connection therewith, the holder provides the Partnership with an opinion of counsel reasonably acceptable to the Partnership, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Unit Consideration may be made without registration under the applicable requirements of the Securities Act and applicable state securities laws or (iii) such holder provides the Partnership with reasonable assurances of the holder’s belief that the Unit Consideration may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act.

5.6 HSR. The Parties acknowledge they have previously made all filings required under the HSR Act. Each Party shall: (i) keep the other Parties reasonably informed of any communication received by such Party from, or given by such Party to any Governmental Entity, and of any communication received or given in connection with any proceeding by a private party, in each case regarding the HSR filings and (ii) permit each other Party to review and incorporate the other Party’s reasonable comments in any communication given by such Party to any Governmental Entity or in connection with any proceeding by a private party related to the HSR Act with any other Person. The General Partner of the Partnership shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other Person relating to the filings under the HSR; provided, that the General Partner shall afford EPD a reasonable opportunity to participate therein. The Partnership shall not be required to (i) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Partnership or its subsidiaries, (ii) terminate existing relationships, contractual rights or obligations of the Partnership or its subsidiaries, (iii) terminate any venture or other arrangement or (iv) effect any other change or restructuring of the Partnership or its subsidiaries.

ARTICLE VI.
CONDITIONS TO CLOSING

6.1 Conditions to Each Party’s Obligation to Close. The obligations of Buyer Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the conditions listed in this Section 6.1 and each of the conditions listed in Section 6.2 (collectively, the “Buyer Conditions Precedent”), and the obligations of Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the conditions listed in this Section 6.1 and each of the conditions listed in Section 6.3 (collectively, the “Seller Conditions Precedent”). The General Partner of the Partnership, on behalf of the Buyer Parties, and EPD, on behalf of the Seller Parties, shall have the right to waive in writing any or all of such Parties’ conditions precedent to Closing; provided, that no waiver by Buyer Parties or Seller Parties of any particular condition precedent to Closing shall constitute a waiver by such Parties of any other condition precedent to Closing. Subject to the foregoing, the following are conditions precedent to all Parties’ obligations to effect the Closing:

(a) No Restraint. No temporary restraining order, preliminary or permanent injunction or other Order issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.

(b) Legality of Transactions. No Action shall have been taken and no Law shall have been enacted by any Governmental Entity that makes the consummation of the transactions contemplated by this Agreement illegal.

6.2 Conditions to the Buyer Parties’ Obligation to Close. The obligation of the Buyer Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the General Partner of the Partnership), at or prior to the Closing, of each of the following Buyer Conditions Precedent:

(a) Consents. The Consents described in Seller Disclosure Schedule 3.3 shall have been filed, occurred, or been obtained, including, without limitation, the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto.

(b) Representations and Warranties. The representations and warranties of Seller Parties set forth in this Agreement and the Concurrent Agreements, including, without limitation, the Omnibus Agreement, shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent representations and warranties speak as of a specified date, which representations and warranties shall speak only as of such date), except to the extent that the failure of such representations and warranties to be true and correct would not, in the aggregate, result in a Material Adverse Effect with respect to the Assigned Interest or the Subject Entities taken as a whole, and the Buyer Parties shall have received a certificate to such effect signed on behalf of the Seller Parties by a duly authorized representative of EPD.

(c) Performance of Obligations. The Seller Parties shall have performed in all material respects (provided that any covenant or agreement of the Seller Parties contained herein that is qualified by a materiality standard shall not be further qualified hereby) all obligations required to be performed by the Seller Parties under this Agreement prior to the Closing Date, and the Buyer Parties shall have received a certificate to such effect executed by a duly authorized representative of EPD on behalf of the Seller Parties (such certificate, together with the certificate described in clause (b) above, the “Seller Party Closing Certificate”).

(d) Seller Party Concurrent Agreements. The Seller Parties shall have executed and delivered the documents set forth in Section 2.2, including the Seller Party Concurrent Agreements, including, without limitation, the Omnibus Agreement, to Buyer Parties.

(e) No Material Adverse Effect. Since September 30, 2008, no event or occurrence shall have taken place which has had, or is reasonably likely to have, a Material Adverse Effect on the Assigned Interest, the Subsidiary Interests or the Subject Entities taken as a whole.

(f) Financing. The Partnership shall have (a) received the Debt Proceeds pursuant to the Term Loan and (b) received the Offering Proceeds from the Equity Offering.

(g) Assignment of Subsidiary Interests and Execution of Amended Entity Agreements. The assignments of the Subsidiary Interests and conversion of such interests in accordance with the Amended Entity Agreements shall have been consummated, and the Partnership shall have copies of the executed and delivered Amended Entity Agreements, certified by the general partner or managing member to be true, correct and complete copies thereof.

6.3 Conditions to the Seller Parties’ Obligation to Close. The obligation of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by EPD on behalf of the Seller parties), at or prior to the Closing, of each of the following Seller Conditions Precedent:

(a) Consents. The authorizations, consents, Orders or approvals described in Schedule 4.3 shall have been filed, occurred, or been obtained, including, without limitation, the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto.

(b) Representations and Warranties. The representations and warranties of Buyer Parties set forth in this Agreement and the Concurrent Agreements, including, without limitation, the Omnibus Agreement, shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent representations and warranties speak as of a specified date, which representations and warranties shall speak only as of such date), except to the extent that the failure of such representations and warranties to be true and correct would not, in the aggregate, result in a Material Adverse Effect with respect to the Buyer Parties taken as a whole, and the Seller Parties shall have received a

certificate to such effect signed on behalf of the Buyer Parties by a duly authorized representative of the General Partner of the Partnership.

(c) Performance of Obligations. The Buyer Parties shall have performed in all material respects (provided that any covenant or agreement of the Buyer Parties contained herein that is qualified by a materiality standard shall not be further qualified hereby) all obligations required to be performed by the Buyer Parties under this Agreement prior to the Closing Date, and the Seller Parties shall have received a certificate to such effect executed by a duly authorized representative of the General Partner of the Partnership on behalf of the Buyer Parties (such certificate, together with the certificate described in clause (b) above, the “Buyer Party Closing Certificate”).

(d) The Buyer Party Concurrent Agreements. The Buyer Parties shall have executed and delivered the documents required pursuant to Section 2.3, including, without limitation, the DEP Amendment and the other Buyer Party Concurrent Agreements, to Seller Parties.

(e) Cash Consideration. The Buyer Parties shall have delivered the Cash Consideration in accordance with Section 1.2(a)(i).

(f) Certificates. The Buyer Parties shall have delivered the Instruction Letter in accordance with Sections 1.2(a)(ii).

(g) NYSE Listing. The Common Units issuable upon conversion of the Class B Units shall have been approved for listing by the New York Stock Exchange subject to official notice of issuance.

ARTICLE VII.
TERMINATION

7.1 Termination.

(a) Right to Terminate. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(i) by mutual written consent of EPO and the General Partner of the Partnership;

(ii) by written notice by either EPO or the General Partner of the Partnership if the Closing has not occurred by December 31, 2008 (the “Termination Date”); provided, however, that the foregoing right to terminate this Agreement shall not be available to any Party whose breach of this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;

(iii) by either EPO or the General Partner of the Partnership if a Governmental Entity shall have issued an Order or taken any other action, in each case permanently restraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement; or

(iv) by either EPO or the General Partner of the Partnership in the event of a material breach by any Buyer Party or Seller Party, as applicable, of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a Buyer Condition Precedent or a Seller Condition Precedent, as applicable, and (B) cannot be or has not been cured within the shorter of (x) 20 days following receipt by the breaching party of written notice of such breach or (y) the business day immediately preceding the Termination Date.

(b) Effect of Investigation. The right of any Party to terminate this Agreement pursuant to this Section 7.1 shall remain operative and in full force and effect regardless of the actual or constructive knowledge of such Party regarding the subject matter giving rise to such right of termination.

7.2 Effect of Termination. Upon termination of this Agreement pursuant to Section 7.1, the undertakings of the Parties set forth in this Agreement shall forthwith be of no further force and effect; provided, however, that no such termination shall relieve any party of any liability for intentional material breach of any term or provision hereof.

ARTICLE VIII.
INTERPRETATION; DEFINED TERMS

8.1 Interpretation. It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of the Party that drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(b) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(c) a defined term has its defined meaning throughout this Agreement and each Exhibit, Annex or Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(d) each Exhibit, Annex and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit, Annex or Schedule, the provisions of the main body of this Agreement shall control, and if there is a conflict or inconsistency between the main body of this Agreement and the Omnibus Agreement, the Omnibus Agreement shall control;

(e) the term “cost” includes expense and the term “expense” includes cost;

(f) the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;

(g) the inclusion of a matter on a Schedule in relation to a representation or warranty shall not be deemed an indication that such matter necessarily would, or may, breach such representation or warranty absent its inclusion on such Schedule;

(h) any reference to a statute, regulation or Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;

(i) currency amounts referenced herein, unless otherwise specified, are in U.S. Dollars;

(j) unless the context otherwise requires, all references to time shall mean time in Houston, Texas;

(k) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified; and

(l) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).

8.2 References, Gender, Number. All references in this Agreement to an “Article,” “Section,” “subsection,” “Exhibit” or “Schedule” shall be to an Article, Section, subsection, Exhibit or Schedule of this Agreement, unless the context requires otherwise. Unless the context clearly requires otherwise, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof. Cross references in this Agreement to a subsection or a clause within a Section may be made by reference to the number or other subdivision reference of such subsection or clause preceded by the word “Section.” Whenever the context requires, the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural.

8.3 Defined Terms. Unless the context expressly requires otherwise, the respective terms defined in this Section 8.3 shall, when used in this Agreement, have the respective meanings herein specified.

“Action” shall mean any claim, action, suit, investigation, inquiry, proceeding, condemnation or audit by or before any court or other Governmental Entity or any arbitration proceeding.

“affiliate” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Seller Parties, on

the one hand, and the Buyer Parties, on the other hand, shall not be considered affiliates of each other.

“Agreement” shall have the meaning set forth in the preamble.

“Amended and Restated Omnibus Agreement” means the Amended and Restated Omnibus Agreement in the form set forth as Exhibit A hereto.

“Amended Entity Agreements” means the Amended and Restated Agreements of Limited Partnership of Enterprise GC, the Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate, and the Amended and Restated Limited Liability Company Agreement of Enterprise Texas, in the forms as set forth on Exhibits B, C and D, respectively, hereto.

“Assignment” shall have the meaning set forth in Section 1.1

“Assigned Interest” shall have the meaning set forth in the Recitals.

“Business Day” means any day on which banks are open for business in the State of Texas, other than Saturday or Sunday.

“Buyer Conditions Precedent” shall have the meaning set forth in Section 6.1.

“Buyer Parties” shall have the meaning set forth in the Preamble.

“Buyer Party Closing Certificate” shall have the meaning set forth in Section 6.3(c).

“Buyer Party Concurrent Agreements” shall have the meaning set forth in Section 2.3(e).

“Capital Stock” of a Person means all equity securities authorized for issuance by the Charter Documents of such Person, including membership interests, partnership interests or other equity interests of such Person.

“Cash Consideration” shall have the meaning given in the Recitals.

“Certificates” shall have the meaning given such term in Section 1.2(a)(ii).

“Charter Documents” means, for any Person, the organizational governing documents of such Person, including, without limitation, any memorandum of association, articles of association, articles of incorporation, articles of organization, articles of formation, certificate of formation, certificate of incorporation, certificate of organization, bylaws, limited liability company agreement, limited partnership agreement or other governing documents of any nature, all as amended or supplemented as in effect on the Closing Date.

“Class B Units” means the Class B Units representing limited partner interests of the Partnership.

“Closing” shall have the meaning set forth in Section 1.1.

“Closing Date” shall have the meaning set forth in Section 2.1.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Units” has the meaning assigned to such term in the Partnership Agreement.

“Consents” means all authorizations, consents, Orders or approvals of, or registrations, declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity, and any consents or approvals of any other third party, in each case that are required by applicable Law or by Contract in order to consummate the transactions contemplated by this Agreement and the Concurrent Agreements.

“Concurrent Agreements” means the Seller Party Concurrent Agreements and the Buyer Party Concurrent Agreements.

“Contract” means any written or oral contract, agreement, indenture, instrument, note, bond, loan, lease, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or modifications thereof and waivers relating thereto.

“Debt Proceeds” shall have the meaning set forth in the Recitals.

“DEP Amendment” means the Third Amendment to Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P. dated as of the Closing Date, the form of which is attached as Exhibit F to this Agreement.

“Effective Time” shall have the meaning set forth in Section 2.1.

“Encumbrance” or “Encumbrances” means and includes security interests or agreements, mortgages, liens, pledges, charges, assignments, including collateral assignments, easements, purchase options, reservations, rights of way, servitudes, rights of first refusal, community property interests, equitable interests, claims, indentures, deeds of trust, encroachments, licenses or leases to third parties, restrictions of any kind and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money.

“Enterprise Holding III” shall have the meaning set forth in the Preamble.

“Enterprise Holding III Member Interests” shall have the meaning set forth in the Recitals.

“Enterprise GC” shall have the meaning set forth in the Recitals.

“Enterprise GTM” shall have the meaning set forth in the Preamble.

“Enterprise Intrastate” shall have the meaning set forth in the Recitals.

“Enterprise Texas” shall have the meaning set forth in the Recitals.

“EPD” shall mean Enterprise Products Partners L.P., a Delaware limited partnership.

“EPO” shall have the meaning set forth in the Preamble.

“Equity Offering” means the registered offering of Units by DEP pursuant to its registration statement on Form S-3 and the Unit Purchase Agreement.

“GAAP” means generally accepted accounting principles in the United States, consistently applied by the applicable Person, as in effect on the date of determination.

“General Partner” shall have the meaning set forth in the Preamble.

“Governmental Entity” means any Federal, state, local, regional, commonwealth, state, local, foreign or other governmental agency, authority, administrative agency, regulatory body, commission, instrumentality, court or arbitral tribunal having governmental or quasi-governmental powers.

“Gross Consideration” shall have the meaning set forth in Section 1.2.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, including all principal, interest, premiums, fees, expenses, overdrafts and penalties with respect thereto, whether short-term or long-term, whether secured or unsecured, (ii) all obligations of such Person evidenced by loan agreements, mortgages, bonds, indentures, debentures, promissory notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid (other than trade payables incurred in the ordinary course of business), (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (vi) all Indebtedness of such Person or others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) an Encumbrance on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all guarantees, whether direct or indirect, by such Person of Indebtedness of others or Indebtedness of any other Person secured by any assets of such Person, (viii) all capital leases of such Person, (ix) all net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangement, (x) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances, (xi) obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of such Person or any warrants, rights or options to acquire such Capital Stock, (xii) renewals, extensions, refundings, deferrals, restructurings, amendments and modifications of any such Indebtedness, obligation or guarantee, and (xiii) any other obligation that in accordance with GAAP is required to be reflected as debt on an balance sheet of a Person (other than trade payables incurred in the ordinary course of business).

“Instruction Letter” has the meaning given in Section 1.2(a)(ii).

“knowledge” and any variations thereof or words to the same effect shall mean actual knowledge after reasonable inquiry.

“Laws” means all statutes, laws, rules, regulations, Orders, ordinances, writs, injunctions, judgments and decrees of all Governmental Entities.

“Lenders” shall have the meaning set forth in the Recitals.

“Limited Partner Interest” shall have the meaning assigned to such term in the Partnership Agreement.

“Material Adverse Effect” means any adverse change, circumstance, effect or condition in or relating to the assets, financial condition, results of operations, or business of any person that materially affects the business of such person or that materially impedes the ability of any person to consummate the transactions contemplated hereby, other than any change, circumstance, effect or condition in the refining or pipelines industries generally (including any change in the prices of crude oil, natural gas, natural gas liquids, feedstocks or refined products or other hydrocarbon products, industry margins or any regulatory changes or changes in Law) or in United States or global economic conditions or financial markets in general. Any determination as to whether any change, circumstance, effect or condition has a Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective third-party indemnifications with respect to such change, circumstance, effect or condition.

“Offering Proceeds” shall have the meaning set forth in the Recitals.

“OLP” shall have the meaning set forth in the Preamble.

“OLP GP” shall have the meaning set forth in the Preamble.

“Omnibus Agreement” means the Omnibus Agreement, dated February 5, 2007, by and among the Partnership, the General Partner, the OLP, OLP GP and EPO.

“Operating Partnership” shall have the meaning set forth in the Preamble.

“Order” means any order, writ, injunction, decree, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Entity.

“Outstanding Interests” shall have the meaning set forth in Section 3.4.

“Partnership” shall have the meaning set forth in the Preamble.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership, dated as of February 5, 2007, of the Partnership, as amended by Amendment No. 1

thereto, dated as of February 5, 2007 and Amendment No. 2 thereto, executed November 6, 2008 but dated effective as of February 5, 2007.

“Party” and “Parties” shall have the meanings set forth in the Preamble.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

“Revolving Credit Facility” means Revolving Credit Agreement, dated as of January 5, 2007, among the Partnership, as borrower, Wachovia Bank, National Association, as Administrative Agent, The Bank of Nova Scotia and Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents, and Wachovia Capital Markets, LLC, The Bank of Nova Scotia and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Runners, as amended by the First Amendment dated as of September 30, 2007, and as may be further amended prior to the Closing.

“Seller Conditions Precedent” shall have the meaning set forth in Section 6.1.

“Seller Parties” shall have the meaning set forth in the Preamble.

“Seller Party Closing Certificate” shall have the meaning set forth in Section 6.2(c).

“Seller Party Concurrent Agreements” shall have the meaning set forth in Section 2.2(a).

“Subject Entity” means Enterprise GC, Enterprise Intrastate and Enterprise Texas, as applicable, and “Subject Entities” means Enterprise GC, Enterprise Intrastate and Enterprise Texas, collectively.

“Subject Entity Assets” shall have the meaning set forth in Section 3.6(b).

“Subject Liabilities” shall have the meaning set forth in Section 1.4.

“Subsidiary Interests” shall have the meaning set forth in Section 1.1

“Termination Date” shall have the meaning set forth in Section 7.1(a)(ii).

“Term Loan” shall have the meaning set forth in the Recitals.

“Transfer” shall have the meaning set forth in Section 9.2(a).

“Unit Consideration” means 37,333,887 Class B Units.

“Unit Purchase Agreement” means the Unit Purchase Agreement dated as of December 8, 2008, among the Partnership and EPO, providing for the purchase of 41,529 Common Units by such purchaser.

ARTICLE IX.
MISCELLANEOUS

9.1 Expenses. Except as expressly provided herein or in the Omnibus Agreement, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such cost or expense.

9.2 Notices.

(a) Any notice or other communication given under this Agreement shall be in writing and shall be (i) delivered personally, (ii) sent by nationally recognized overnight courier service, (iii) sent by facsimile transmission, or (iv) sent by first class mail, postage prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to have been duly given (w) on the date of the delivery, if delivered personally, (x) on the Business Day after deposited with a nationally recognized overnight courier service, if sent in such manner, (y) on the date of facsimile transmission, if so transmitted on a Business Day during normal business hours, with confirmation of successful transmission confirmed by the sender’s facsimile machine, and otherwise on the next succeeding Business Day, or (z) on the fifth Business Day after sent by first class mail, postage prepaid, if sent in such manner. Notices or other communications shall be directed to the following addresses:

Notices to any of the Seller Parties:

Enterprise Products Operating LLC
1100 Louisiana Street, 10^th Floor
Houston, Texas 77002

Attention: General Counsel

Facsimile No.: (713) 381-8200

Notices to any of the Buyer Parties:

Duncan Energy Partners L.P.
1100 Louisiana Street, 10^th Floor
Houston, Texas 77002
Attention: General Counsel
Facsimile No.: (713) 381-8200

(b) Either EPO or the Partnership may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 9.2.

9.3 Severability. If any term of this Agreement is found to be invalid, illegal, or incapable of being enforced under applicable Law or public policy, such term shall be deemed amended to the minimum extent possible to make such term valid, legal and enforceable, and if such term is not capable of being so amended, it shall be deemed excised from this Agreement, and the other terms and conditions of this Agreement shall remain in full force and effect so long

as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any Party.

9.4 Governing Law. This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts of law rules or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of Texas and to venue in Houston, Texas.

9.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

9.6 Assignment of Agreement. This Agreement may not be assigned by any Party without the prior written consent of the other Parties other than by the Partnership to the OLP or in connection with any collateral assignment for the benefit of securing obligations to lenders.

9.7 Captions. The captions in this Agreement are for purposes of reference only and shall not limit or otherwise affect the interpretation hereof.

9.8 Counterparts. This Agreement may be executed in counterparts and delivered by facsimile or portable document “.pdf” format, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

9.9 Director and Officer Liability. Except to the extent that they are an individual signatory party hereto, the directors, managers, officers, partners and members of the Buyer Parties, the Seller Parties and their respective affiliates shall not have any personal liability or obligation arising under this Agreement (including any claims that another party may assert) other than as an assignee of this Agreement or pursuant to a written guarantee.

9.10 Integration. This Agreement and the Concurrent Agreements supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement and the Concurrent Agreements contain the entire understanding of the Parties with respect to the subject matter hereof and thereof.

9.11 Amendment. The Parties agree to negotiate in good faith any amendment to this Agreement at any time another Party believes that business circumstances have changed. This Agreement may only be amended by written instrument signed by the Partnership, on behalf of the Buyer Parties, and EPO, on behalf of the Seller Parties. .

9.12 Waiver of Limited Call Right. EPO hereby agrees that, for a period of 24 months from the Closing Date, neither EPO or any of its Affiliates (as such term is defined in the Partnership Agreement) or any of their successors in interest will exercise any of its rights under Article XV of the Partnership Agreement unless the 80% threshold contemplated by such article is achieved without giving effect (in the numerator or the denominator) to any of the Class B Units constituting Unit Consideration or the Common Units issuable upon conversion thereof that then are beneficially owned (excluding the effect of any transactions for which the primary

purpose was to circumvent this provision) by the General Partner or any of its Affiliates, as contemplated by such article.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.


SELLER PARTIES:

ENTERPRISE PRODUCTS OPERATING LLC

By:	/s/ Michael A. Creel

	Michael A. Creel President and Chief Executive Officer

ENTERPRISE GTM HOLDINGS L.P.

By:	Enterprise GTM GP, LLC
	Its General Partner

	By:	/s/ Michael A. Creel
		Michael A. Creel Executive Vice President and Chief Financial Officer


		BUYER PARTIES:

		DEP HOLDINGS, LLC

		By:		/s/ Richard H. Bachmann
				Richard H. Bachmann President and Chief Executive Officer

		DUNCAN ENERGY PARTNERS L.P.

		By: DEP Holdings, LLC, its general partner

		By:		/s/ Richard H. Bachmann
				Richard H. Bachmann President and Chief Executive Officer

		DEP OLP GP, LLC

		By:		Duncan Energy Partners L.P., its sole member

		By:		DEP Holdings, LLC, its general partner

		By:		/s/ Richard H. Bachmann
				Richard H. Bachmann President and Chief Executive Officer

		DEP OPERATING PARTNERSHIP, L.P.

		By: DEP OLP GP, LLC, its general partner

		By:		/s/ Richard H. Bachmann
				Richard H. Bachmann
				President and Chief Executive Officer

exv10w2

Exhibit 10.2

EXECUTION COPY

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

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS; RECORDATION		3
1.1 Definitions		3

ARTICLE II THE OFFERING AND RELATED TRANSACTIONS		4
2.1 Contributions and Conversions of Existing Interests		4
2.2 Conversions of Existing Interests		5
2.3 Contribution by Enterprise GTM to DEP of the Enterprise Holding III Member Interests		5
2.4 DEP Cash Distribution to Enterprise GTM		5
2.5 DEP Issuance of Class B Units to Enterprise GTM		5
2.6 Conveyance and Contribution by DEP (including 0.001% on behalf of OLP GP) to OLP of the Enterprise Holding III Member Interests		6
2.7 Amended and Restated Limited Liability Company Agreement of Enterprise Texas		6
2.8 Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate		6
2.9 Amended and Restated Agreement of Limited Partnership of Enterprise GC		6
2.10 Amended and Restated Omnibus Agreement		6

ARTICLE III FURTHER ASSURANCES		6
3.1 Further Assurances		6
3.2 Other Assurances		7

ARTICLE IV MISCELLANEOUS		7
4.1 Order of Completion of Transactions		7
4.2 Headings; References; Interpretation		7
4.3 Successors and Assigns		7
4.4 No Third Party Rights		7
4.5 Counterparts		8
4.6 Governing Law		8
4.7 Assignment of Agreement		8
4.8 Amendment or Modification		8
4.9 Director and Officer Liability		8
4.10 Severability		8
4.11 Integration		8
Exhibits
Exhibit A – Amended and Restated Company Agreement of Enterprise Texas Pipeline, LLC
Exhibit B – Second Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate, L.P.
Exhibit C – Third Amended and Restated Agreement of Limited Partnership of Enterprise GC, LP

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

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.

RECITALS

WHEREAS, Enterprise GTM owns a 99.0% member interest in Enterprise Texas Pipeline, LLC (“Enterprise Texas”), a 99.0% limited partner interest in Enterprise Intrastate, LP (“Enterprise Intrastate”) and a 99.0% limited partner interest in Enterprise GC, LP (“Enterprise GC”).

WHEREAS, Enterprise Holding III owns a 1.0% member interest in Enterprise Texas, a 1.0% general partner interest in Enterprise Intrastate and a 1.0% general partner interest in Enterprise GC.

WHEREAS, the DEP has entered into a standby Term Loan Agreement, dated as of April 18, 2008, with Wachovia Bank, National Association, as Administrative Agent and Lender, and the co-syndication agents, co-documentation agents and other lenders named therein (the “Term Loan Agreement”), to, among other things, allow DEP to borrow up to $300 million for: (i) distribution to Enterprise GTM in connection with the contribution of the Subject Interests (as defined below) under this Agreement and (ii) payment of transaction and bank expenses related to the transactions contemplated by this Agreement.

WHEREAS, Enterprise GTM desires to contribute to Enterprise Holding III an existing 50% membership interest in Enterprise Texas, an existing limited partnership interest in Enterprise Intrastate and an existing limited partner interest in Enterprise GC, with such contributed existing interests and other interests owned by Enterprise Holding III to be converted in each case as set forth in the applicable amended and restated limited liability company agreement or limited partnership agreements described below and attached as Exhibits to this Agreement (collectively referred to as the “Subject Interests”).

WHEREAS, Enterprise GTM desires to contribute to DEP, and DEP desires to acquire from Enterprise GTM, all of the membership interests in Enterprise Holding III (the “Enterprise Holding III Member Interests”) as consideration for receipt of (i) cash and (ii) Class B units representing limited partner interests of DEP (the “Class B Units”) with the rights, privileges and obligations as set forth in the DEP Amendment.

WHEREAS, DEP desires to contribute the Enterprise Holding III Member Interest to OLP as a capital contribution.

WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the “Closing”), each of the following matters shall occur:

1. Enterprise GTM will contribute the membership and limited partner interests to Enterprise Holding III, and the current general partner, limited partner and membership interests owned by Enterprise Holding III and Enterprise GTM in each of Enterprise GC, Enterprise Intrastate and Enterprise Texas will be converted into new general partner, limited partner and membership interests, including the Subject Interests.

2. Enterprise GTM will assign and convey the Enterprise Holding III Member Interests to DEP.

3. DEP will contribute the Enterprise Holding III Member Interests to OLP (including 0.001% on behalf of OLP GP).

4. DEP will consummate a registered equity offering the “Equity Offering”) for 41,529 common units representing limited partner interests in DEP (“Common Units”) for an aggregate purchase price of $500,000.

5. DEP will borrow $282.25 million under the Term Loan Agreement (the “Debt Proceeds”).

6. DEP will use the aggregate net proceeds (after discounts and commissions, if any) from the Equity Offering (the “Offering Proceeds”) and the Debt Proceeds to (i) pay transaction and bank expenses of approximately $2.25 million and (ii) pay $280.0 million plus the net Offering Proceeds to Enterprise GTM as the “Cash Consideration” for the contribution of the Subject Interests.

7. DEP will issue an aggregate of 37,333,887 Class B Units with an aggregate value of $449.5 million ($450.0 million less the value of the net Offering Proceeds) to Enterprise GTM as partial consideration and the “Unit Consideration” for the contribution of the Subject Interests.

8. The limited liability company agreement of Enterprise Texas and the agreements of limited partnership of each of Enterprise Intrastate and Enterprise GC will each be amended and restated to the extent necessary to reflect the applicable matters set forth above and as contained in this Agreement.

9. The omnibus agreement between Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), OLP and each of Enterprise Texas, Enterprise Intrastate and Enterprise GC will be amended and restated to the extent necessary to reflect the applicable matters set forth above and as contained in this Agreement.

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

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ARTICLE I
DEFINITIONS; RECORDATION

1.1 Definitions. Capitalized terms used herein and not defined elsewhere in this Agreement shall have the meanings given such terms as is set forth below.

“affiliate” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise.

“Agreement” has the meaning assigned to such term in the first paragraph of this Agreement.

“Amended and Restated Agreements” means the amended and restated limited liability company agreement of Enterprise Texas and the amended and restated agreement of limited partnership of Enterprise GC and Enterprise Intrastate, in each case as executed on the date hereof in substantially the same form as attached hereto as Exhibits A, B and C.

“Cash Consideration” has the meaning assigned to such term in the recitals.

“Class B Units” has the meaning assigned to such term in the recitals.

“Common Units” has the meaning assigned to such term in the recitals and the DEP Amendment.

“Closing” has the meaning assigned to such term in the recitals.

“Delaware LLC Act” has the meaning assigned to such term in the recitals.

“Delaware LP Act” has the meaning assigned to such term in the recitals.

“DEP” has the meaning assigned to such term in the first paragraph of this Agreement.

“DEP Amendment” means the Third Amendment to Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P. dated December 8, 2008.

“Effective Date” means December 8, 2008.

“Enterprise GC” means Enterprise GC, L.P., a Delaware limited partnership.

“Enterprise Holding III” has the meaning assigned to such term in the first paragraph of this Agreement.

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“Enterprise Intrastate” means Enterprise Intrastate L.P., a Delaware limited partnership.

“Enterprise Texas” has the meaning assigned to such term in the recitals.

“EPO” has the meaning assigned to such term in the recitals.

“General Partner” has the meaning assigned to such term in the first paragraph of this Agreement.

“Enterprise GTM” has the meaning assigned to such term in the first paragraph of this Agreement.

“Enterprise Holding III Member Interests” has the meaning assigned to such term in the recitals.

“Equity Offering” has the meaning assigned to such term in the recitals.

“Laws” means any and all laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court.

“Offering Proceeds” has the meaning assigned to such term in the recitals.

“OLP” has the meaning assigned to such term in the first paragraph of this Agreement.

“OLP GP” has the meaning assigned to such term in the first paragraph of this Agreement.

“Party” and “Parties” have the meanings assigned to such terms in the first paragraph of this Agreement.

“Subject Interests” has the meaning assigned to such term in the recitals.

“Term Loan Agreement” has the meaning assigned to such term in the recitals.

“Units” has the meaning assigned to such term in the recitals.

“Unit Consideration” has the meaning assigned to such term in the recitals.

ARTICLE II
THE OFFERING AND RELATED TRANSACTIONS

2.1 Contributions and Conversions of Existing Interests. Enterprise GTM hereby grants, contributes, transfers, assigns and conveys to Enterprise Holding III, its successors and assigns, for its and their own use forever, and Enterprise Holding III hereby accepts the contributions of the following interests from Enterprise GTM:

(1) a 50% membership interest in Enterprise Texas to Enterprise Holding III;

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TO HAVE AND TO HOLD the 50% membership interest in Enterprise Texas unto Enterprise Holding III, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

(2) a 65% limited partner interest in Enterprise GC; and

TO HAVE AND TO HOLD the 65% limited partner interest in Enterprise GC unto Enterprise Holding III, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

(2) a 50% limited partner interest in Enterprise Intrastate.

TO HAVE AND TO HOLD the 50% limited partner interest in Enterprise Intrastate unto Enterprise Holding III, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

2.2 Conversions of Existing Interests. Each of Enterprise Holding III and Enterprise GTM as members and partners hereby acknowledge, approve and consent to the foregoing assignments and to the conversion of the existing membership interests of Enterprise Texas and general and limited partner interests in Enterprise GC and Enterprise Intrastate, effective at the Closing, into the Subject Interests and other equity interests, in each case as set forth in the Amended and Restated Agreements.

2.3 Contribution by Enterprise GTM to DEP of the Enterprise Holding III Member Interests. Enterprise GTM hereby grants, contributes, transfers, assigns and conveys to DEP, its successors and assigns, for its and their own use forever, the Enterprise Holding III Member Interests, and DEP hereby accepts the distribution of the Enterprise Holding III Member Interests from Enterprise GTM and the Distribution Obligation (as set forth in Section 1.2(f) of the Purchase and Sale Agreement, as assignee for its own account as an additional capital contribution in exchange for (i) $280,500,000 ($280,000,000 plus the Offering Proceeds, as the Cash Consideration) and (ii) 37,333,887 Class B Units (the Unit Consideration)).

TO HAVE AND TO HOLD the Enterprise Holding III Member Interests unto DEP, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

2.4 DEP Cash Distribution to Enterprise GTM. The Parties acknowledge the distribution by DEP of $280,500,000 ($280,000,000 plus the Offering Proceeds, as the Cash Consideration), and the receipt by Enterprise GTM of such cash amount from DEP.

2.5 DEP Issuance of Class B Units to Enterprise GTM. The Parties acknowledge the issuance by DEP of 37,333,887 Class B Units, and the receipt by Enterprise GTM of such Class B Units from DEP.

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2.6 Conveyance and Contribution by DEP (including 0.001% on behalf of OLP GP) to OLP of the Enterprise Holding III Member Interests. DEP hereby grants, contributes, transfers, assigns and conveys to OLP (including 0.001% on behalf of OLP GP), its successors and assigns, for its and their own use forever, all of its rights, title and interest in and to the Enterprise Holding III Member Interests and OLP hereby accepts the Enterprise Holding III Member Interests as a capital contribution from each of DEP and OLP GP.

TO HAVE AND TO HOLD the Enterprise Holding III Member Interests unto OLP, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

2.7 Amended and Restated Limited Liability Company Agreement of Enterprise Texas. Enterprise GTM, OLP and Enterprise Holding III shall enter into an Amended and Restated Limited Liability Company Agreement of Enterprise Texas in the form set forth as Exhibit A hereto to (i) admit OLP as a member of Enterprise Texas and (ii) reflect the assignment by Enterprise GTM of the Class A membership interests.

2.8 Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate. Enterprise GTM, OLP and Enterprise Holding III shall enter into a Second Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate in the form set forth as Exhibit B hereto to (i) admit OLP as a limited partner of Enterprise Intrastate, and (ii) reflect the assignment by Enterprise GTM of the limited partner interests of Enterprise Intrastate to Enterprise Holding III and the conversion of such limited partner interest into the general partner interest .

2.9 Amended and Restated Agreement of Limited Partnership of Enterprise GC. Enterprise GTM, OLP and Enterprise Holding III shall enter into a Third Amended and Restated Agreement of Limited Partnership of Enterprise GC in the form set forth as Exhibit C hereto to (i) admit OLP as a limited partner of Enterprise GC, and (ii) reflect the assignment by Enterprise GTM of the limited partner interest of Enterprise GC to Enterprise Holding III and the conversion of such limited partner interests into the general partner interest.

2.10 Amended and Restated Omnibus Agreement. EPO, OLP and each of Enterprise Texas, Enterprise Intrastate and Enterprise GC shall enter into an Amended and Restated Omnibus Agreement, to add provisions regarding (i) guarantees by EPO of the obligations of Enterprise Holding III with respect to mandatory capital contributions to Enterprise Texas, and (ii) additional indemnity obligations of EPO to DEP.

ARTICLE III
FURTHER ASSURANCES

3.1 Further Assurances. From time to time after the date hereof, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable Law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own

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all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of this Agreement.

3.2 Other Assurances. From time to time after the date hereof, and without any further consideration, each of the Parties shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable Law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement. It is the express intent of the Parties that DEP or its subsidiaries own the Subject Interests that are identified in this Agreement.

ARTICLE IV
MISCELLANEOUS

4.1 Order of Completion of Transactions. The transactions provided for in Article II of this Agreement shall be completed on the Effective Date in the order set forth therein.

4.2 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement, respectively. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

4.3 Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the Parties signatory hereto and their respective successors and assigns.

4.4 No Third Party Rights. Except as provided herein, nothing in this Agreement is intended to or shall confer upon any person other than the Parties, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

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4.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

4.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Texas applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof, except to the extent that it is mandatory that the Law of some other jurisdiction, wherein the interests are located, shall apply.

4.7 Assignment of Agreement. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of each of the Parties.

4.8 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto and affected thereby.

4.9 Director and Officer Liability. Except to the extent that they are a party hereto, the directors, managers, officers, partners and securityholders of the Parties and their respective affiliates shall not have any personal liability or obligation arising under this Agreement (including any claims that another party may assert).

4.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced under applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

4.11 Integration. This Agreement and the instruments referenced herein supersede any and all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement or any such instrument unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement or such instrument.

[The Remainder of this Page is Intentionally Blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.


	DEP HOLDINGS, LLC
	By:	/s/ Richard H. Bachmann
		Richard H. Bachmann
		President and Chief Executive Officer


	DUNCAN ENERGY PARTNERS L.P. By: DEP HOLDINGS, LLC, its General Partner
	By:	/s/ Richard H. Bachmann
		Richard H. Bachmann
		President and Chief Executive Officer


	DEP OPERATING PARTNERSHIP, L.P. By: DEP OLPGP, LLC, its General Partner
	By:	/s/ Richard H. Bachmann
		Richard H. Bachmann
		President and Chief Executive Officer


	DEP OLPGP, LLC
	By:	/s/ Richard H. Bachmann
		Richard H. Bachmann
		President and Chief Executive Officer

Signature Page to Contribution, Conveyance and Assumption Agreement


	ENTERPRISE GTM HOLDINGS L.P. By: Enterprise Products Operating LLC, its General Partner
	By:	/s/ Michael A. Creel
		Michael A. Creel
		President and Chief Executive Officer


	ENTERPRISE HOLDING III, L.L.C.
	By:	/s/ Michael A. Creel
		Michael A. Creel
		President and Chief Executive Officer

Signature Page to Contribution, Conveyance and Assumption Agreement

exv10w3

Exhibit 10.3

EXECUTION COPY

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ENTERPRISE GC, L.P.

THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE GC, L.P.

Table of Contents


	Page
ARTICLE I: DEFINITIONS		3
1.01 Certain Definitions		3
1.02 Other Definitions		7
1.03 Construction		7

ARTICLE II: ORGANIZATION		7
2.01 Formation and Continuation		7
2.02 Name		8
2.03 Offices		8
2.04 Purposes		8
2.05 Certificate; Foreign Qualification		8
2.06 Term		8
2.07 Merger		8

ARTICLE III: PARTNERS AND PARTNERSHIP INTERESTS		9
3.01 Partners		9
3.02 No Dispositions of Partnership Interests		9
3.03 Additional Partnership Interests		9

ARTICLE IV: CAPITAL CONTRIBUTIONS		9
4.01 Initial Contributions		9
4.02 Subsequent Contributions		9
4.03 Expansion Project Additional Capital Contributions		9
4.04 Advances by Partners		10
4.05 Capital Accounts		11

ARTICLE V: ALLOCATIONS AND DISTRIBUTIONS		11
5.01 Allocations		11
5.02 Distributions		13

ARTICLE VI: MANAGEMENT AND OPERATION		14
6.01 Management of Partnership Affairs		14
6.02 Compensation		14
6.03 Standards and Conflicts		15
6.04 Indemnification		15
6.05 Power of Attorney		15

ARTICLE VII: RIGHTS OF LIMITED PARTNERS		16
7.01 Information		16


	Page
7.02 Withdrawal		16
7.03 Consents and Voting		16
7.04 Meetings		17

ARTICLE VIII: TAXES		17
8.01 Tax Returns		17
8.02 Tax Elections		17
8.03 Tax Matters Partner		17

ARTICLE IX: BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS		18
9.01 Maintenance of Books		18
9.02 Reports		18
9.03 Accounts		18

ARTICLE X: WITHDRAWAL, BANKRUPTCY, ETC. OF GENERAL PARTNER		18
10.01 Withdrawal, Bankruptcy, Removal Etc. of General Partner		18
10.02 Conversion of Interest		19

ARTICLE XI: DISSOLUTION, LIQUIDATION, AND TERMINATION		19
11.01 Dissolution		19
11.02 Liquidation and Termination		20
11.03 Termination		21

ARTICLE XII: GENERAL PROVISIONS		21
12.01 Offset		21
12.02 Notices		21
12.03 Entire Agreement; Supersedure		21
12.04 Effect of Waiver or Consent		21
12.05 Amendment or Modification		22
12.06 Binding Effect		22
12.07 Governing Law; Severability		22
12.08 Further Assurances		22
12.09 Waiver of Certain Rights		22
12.10 Indemnification		22
12.11 Counterparts		22

EXHIBITS:

A Names, Addresses, Percentage Interests and Distribution Ratios of Partners

THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE GC, L.P.

This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GC, 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).

RECITALS

WHEREAS, the Partnership was formed under the name of Green Canyon Company, L.L.C., as a limited liability company under the Delaware Limited Liability Company Act, 6 Del C. §§ 18-101, et seq. as amended from time to time, pursuant to the filing of the Certificate of Formation on February 3, 1993, and the execution of that certain Agreement of Limited Liability Company dated as of February 3, 1993, by Leviathan Gas Pipeline Partners, L.P. and Leviathan Gas Pipeline Company;

WHEREAS, on February 8, 1993, Green Canyon Company, L.L.C., changed its name to Green Canyon Pipe Line Company, L.L.C., evidenced by the filing of an Amended Certificate of Formation with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on November 3, 1999 Leviathan Gas Pipeline Company, changed its name to El Paso Energy Partners Company evidenced by the filing of an Amended Certificate of Incorporation with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on December 1, 1999, Leviathan Gas Pipeline Partners, L.P., changed its name to El Paso Energy Partners, L.P. evidenced by the filing of any Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on March 20, 2000, Green Canyon Pipe Line Company, L.L.C., converted into a limited partnership under the name of Green Canyon Pipe Line Company, L.P., evidenced by the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on March 20, 2000, upon the Company converting into a limited partnership, the partners executed that certain Limited Partnership Agreement dated as of March 20, 2000, by El Paso Energy Oil Transport, L.L.C., as the general partner, El Paso Energy Partners Company and El Paso Energy Partners, L.P., as limited partners (the “LP Agreement”);

WHEREAS, on May 1, 2001, El Paso Energy Partners, L.P., acquired all of El Paso Energy Partners Company’s limited partnership interests in the Partnership;

WHEREAS, on December 31, 2002, Green Canyon Pipe Line Company, L.P., changed its name to EPN Gulf Coast, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on February 13, 2003, the LP Agreement was amended and restated to incorporate the name changes and change in ownership (the “Amended and Restated LP Agreement”);

WHEREAS, on April 11, 2003, El Paso Energy Partners Oil Transport, L.L.C., changed its name to GulfTerra Oil Transport, L.L.C. evidenced by the filing of an Amended Certificate of Formation with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on May 15, 2003, El Paso Energy Partners, L.P., changed its name to GulfTerra Energy Partners, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on May 15, 2003, EPN Gulf Coast, L.P., changed its name to GulfTerra GC, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on May 15, 2003, the Amended and Restated LP Agreement was amended and restated to incorporate the name changes (the “Second Amended and Restated LP Agreement”);

WHEREAS, pursuant to an Agreement and Plan of Merger, dated December 23 2003, by and between GulfTerra Oil Transport, L.L.C., and GulfTerra Holding III, L.L.C., GulfTerra Oil Transport, L.L.C. merged with and into GulfTerra Holding III, L.L.C. (the “Merger”);

WHEREAS, pursuant to the Merger, GulfTerra Holding III, L.L.C. acquired a 1% general partnership interest in the Partnership and became the general partner of the Partnership;

WHEREAS, on February 3, 2005, GulfTerra Holding III, L.L.C. changed its name to Enterprise Holding III, L.L.C. (“Enterprise Holding III”);

WHEREAS, on February 3, 2005, GulfTerra GC, L.P., changed its name to Enterprise GC, L.P., evidenced by the filing of a Certificate of Amendment to the Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on February 5, 2005, GulfTerra Energy Partners, L.P., changed its name to Enterprise GTM Holdings L.P. (“Enterprise GTM”), evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on July 26, 2006, the Second Amended and Restated LP Agreement was amended to incorporate the name changes and change in ownership (as amended, the “Original Agreement”);

WHEREAS, Enterprise GTM entered into that certain Contribution, Conveyance and Assumption Agreement by and among Duncan Energy Partners L.P. (“DEP”), DEP OLPGP, LLC, DEP Operating Partnership, L.P. (“DEPOLP”) and Enterprise Holding III on the Effective Date (the “Contribution Agreement”) whereby:

(1) Enterprise GTM and Enterprise Holding III agreed that the partnership interests set forth in the Original Agreement would be converted into the Partnership Interests as set forth in this Agreement;

(2) Enterprise GTM contributed a limited partner interest in the Partnership to Enterprise Holding III as a capital contribution and such limited partner interest was converted into general partner interests of the Partnership, such that as of the date hereof Enterprise Holding III holds all of the general partner interest (the “General Partner Interest”) in the Partnership; and

(3) Enterprise GTM contributed 100% of the membership interests in Enterprise Holding III (the "Enterprise Holding III Membership Interests”) to DEP as consideration for the receipt of (i) cash and (ii) common units of DEP.

WHEREAS, the General Partner and the Limited Partner now desire to amend and restate the Original Agreement to reflect (i) the contribution of the Limited Partner Interest from Enterprise GTM to Enterprise Holding III, and (ii) the conversion of such limited partnership interest into General Partner Interests; and

WHEREAS, the parties now desire to amend and restate the Original Agreement to set forth their agreements with respect to this Partnership as set forth below and intend for this Agreement to supersede the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived from them, and other good and valuable consideration, the receipt and the sufficiency of which each Partner acknowledges and confesses, the Partners agree as follows:

ARTICLE I: DEFINITIONS

1.01 Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101 et. seq., as amended from time to time.

“Agreement” means this Third Amended and Restated Agreement of Limited Partnership of Enterprise GC, L.P., as it may be amended, modified or supplemented in accordance with the provisions below.

“Allocation Regulations” means Treas. Reg. §§ 1.704-1(b), 1.704-2 and 1.703-3 (including any temporary regulations) as such regulations may be amended and in effect from time to time and any corresponding provision of succeeding regulations.

“Bankrupt Partner” means any Partner (whether the General Partner or a Limited Partner) with respect to which an event of the type described in Section 17-402(a)(4) or (5) of the Act has occurred, subject to the lapsing of any period of time therein specified.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Texas are authorized or required by Law to close.

“Capital Contribution” means with respect to any Partner of the Partnership, the amount of money and the initial Carrying Value of any property (other than money) contributed by a Partner to the capital of the Partnership.

“Carrying Value” means (a) with respect to property contributed to the Partnership, the fair market value of such property at the time of contribution reduced (but not below zero) by all depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery deductions charged to the Partners’ capital accounts, (b) with respect to any property whose value is adjusted pursuant to the Allocation Regulations, the adjusted value of such property reduced (but not below zero) by all depreciation and cost recovery deductions charged to the Partners’ capital accounts and (c) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Contributed Capital” means, from time to time, the then aggregate of the initial Capital Contribution and the additional Capital Contributions, made by a Partner to the Partnership, without regard to amount of such Partner’s Capital Contributions returned or distributed to such Partner pursuant to Section 5.02 hereof.

“Contribution Agreement” has the meaning set forth in the recitals.

“Day” means a calendar Day; provided, however, that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the first succeeding Business Day.

“Debt” means, as applied to the Partnership:

(a) Any indebtedness for borrowed money or debt security of any Person which the Partnership has directly or indirectly created, incurred, guaranteed, assumed or otherwise become liable for;

(b) Obligations to make payments under leases that in accordance with GAAP are required to be capitalized on the balance sheet of the Partnership, as the case may be; and

(c) Any guarantee by the Partnership of any debt of another Person of the type described in clause (a) or (b) of this definition.

“DEP” has the meaning set forth in the recitals.

“DEPOLP” has the meaning set forth in the recitals.

“DEP Party” means Enterprise Holding III, as the General Partner.

“Dispose” or “Disposition” means, with respect to any asset, any sale, assignment, transfer, conveyance, gift, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance of such asset, whether such disposition be voluntary, involuntary or by operation of Law, or the acts of the foregoing.

“Distribution Ratio” means, with respect to the Distribution Ratio set forth opposite the Partners’ names on Exhibit A, and (b) in the case of a Partnership Interest issued under Section 10.01(c) or (d) or Section 10.02, the Distribution Ratio established in that provision.

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

“Enterprise GTM” has the meaning set forth in the recitals.

“Enterprise Holding III” has the meaning set forth in the recitals.

“EPD Party” means Enterprise GTM, as the Limited Partner.

“Expansion Capital Contribution” means additional Capital Contributions of cash pursuant to an Expansion Cash Call in accordance with Section 4.03, or additional Capital Contributions subsequently made by the DEP Party as an additional Capital Contribution pursuant to Section 4.03(d).

“Expansion Cash Call” has the meaning set forth in Section 4.03(a).

“Expansion Costs” has the meaning set forth in Section 4.03(a).

“Expansion Project” means any expansion activities with respect to the Company’s facilities, including without limitation, development of new gathering systems, processing plants and NGL fractionators and related facilities.

“General Partner” means Enterprise Holding III or any other Person subsequently admitted to the Partnership as the general partner as provided in this Agreement, but does not include any Person who has ceased to be the general partner in the Partnership.

“General Partner Interest” has the meaning set forth in the recitals.

“Initial Commencement Date” means the date on which an Expansion Project has become operational and is placed into service.

“Limited Partner” means Enterprise GTM or any other Person subsequently admitted to the Partnership as a limited partner as provided in this Agreement, but does not include any Person who has ceased to be a limited partner in the Partnership.

“Limited Partner Interest” has the meaning set forth in the recitals.

“Net Cash Deficit” for a period, means the net sum, if a negative number, of (without duplication):

(a) Net Earnings for such period, after interest and taxes but before depreciation and amortization, non-cash write-offs, and gains and losses on the sale of Partnership assets; plus

(b) proceeds from the sale of Partnership assets during such period to the extent not included in clause (a) of this definition; plus

(c) all other cash receipts during such period not included in clauses (a) or (b) of this definition from whatever source (including the proceeds of financing or refinancing or insurance, but excluding receipt of any Capital Contributions made in respect of any prior period); minus

(d) Capital expenditures incurred during such period in accordance with this Agreement (other than those capital expenditures with respect to which the Partners have agreed to make Capital Contributions); minus

(e) principal payments made on Debt during such period.

“Net Cash Flows” for a period, means the net sum, if a positive number, of (without duplication):

(a) Net Earnings for such period, after interest and taxes but before depreciation and amortization, non-cash write-offs, and gains and losses on the sale of Partnership assets; plus

(b) proceeds from the sale of Partnership assets during such period to the extent not included in clause (a) of this definition; plus

(e) principal payments made on Debt during such period.

“Net Earnings” for a period, means the net sum of (i) the aggregate amount of all cash or cash equivalents (other than Capital Contributions and loans) received by the Partnership during such period minus (ii) the amount of operating expenses during such period (or if the Partnership, for such period, does not have any operating expenses, expenses paid during such period which are similar in nature to operating expenses).

“Omnibus Agreement” means the Omnibus Agreement between Enterprise Products OLP, DEP Holdings, LLC, DEP, DEP OLPGP, LLC, DEP OLP, Enterprise Lou-Tex Propylene Pipeline L.P., Sabine Propylene Pipeline L.P., Mont Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC and the Company, dated February 5, 2007, as amended and restated on the date of this Agreement and after the date hereof from time to time.

“Original Agreement” has the meaning given that term in the recitals.

“Partner” means the General Partner or any Limited Partner.

“Partnership” has the meaning given that term in the first paragraph.

“Partnership Interest” means the interest of a Partner in the Partnership, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

“Percentage Interest” means (a) in the case of a Partner executing this Agreement as of the date of this Agreement, the Percentage Interest set forth opposite the Partners’ names on Exhibit A, and (b) in the case of a Partnership Interest issued under Section 10.01(c) or (d) or Section 10.02, the Percentage Interest established in that provision.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Required Interest” means one or more Limited Partners having among them more than 50% of the Percentage Interests of all Limited Partners in their capacities as such.

1.02 Other Definitions. Other terms defined in this Agreement have the meanings so given them.

1.03 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes.

ARTICLE II: ORGANIZATION

2.01 Formation and Continuation. The Partnership has been previously formed as a limited partnership pursuant to the provisions of the Act. The General Partner and the Limited Partner hereby amend and restate in its entirety the Original Agreement. Subject to the provisions of this Agreement, the General Partner and the Limited Partner hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act. This amendment and restatement shall become effective on the date of this Agreement.

2.02 Name. The name of the Partnership is “Enterprise GC, L.P.” and all Partnership business must be conducted in that name or such other names that comply with applicable law as the General Partner may select from time to time.

2.03 Offices. The registered office of the Partnership in the State of Delaware shall be at such place as the General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Delaware or any other jurisdiction shall be such Person or Persons as the General Partner may designate from time to time. The principal office of the Partnership in the United States shall be at such place as the General Partner may designate from time to time, which need not be in the State of Delaware, and the Partnership shall maintain records there as required by the Act. The Partnership may have such other offices as the General Partner may designate from time to time.

2.04 Purposes. The purposes of the Partnership are to engage in any business or activity that now or in the future may be necessary, incidental, proper, advisable, or convenient to accomplish the foregoing purpose (including, without limitation, obtaining appropriate financing) and that is not forbidden by the law of the jurisdiction in which the Partnership engages in that business.

2.05 Certificate; Foreign Qualification. A certificate of limited partnership (as amended, restated or otherwise modified from time to time, the “Certificate”) governing the Partnership has been filed with the Secretary of State of Delaware. Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Delaware and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.05.

2.06 Term. The Partnership shall continue in existence until its business and affairs are wound up following dissolution automatically at the close of Partnership business on December 31, 2050 unless (i) the Partners unanimously agree to extend the term of the Partnership for a longer duration or (ii) the Partnership is earlier dissolved pursuant to the provisions hereof.

2.07 Merger. The Partnership may engage in mergers, but only with the unanimous consent of the Partners.

ARTICLE III: PARTNERS AND PARTNERSHIP INTERESTS

3.01 Partners. The DEP Party was previously admitted to the Partnership as general partner of the Partnership, and as of the date of this Agreement holds all of the General Partner Interests. The EPD Party was previously admitted to the Partnership as a limited partner as of the date of this Agreement, and as the date of this Agreement holds all of the Limited Partner Interests.

3.02 No Dispositions of Partnership Interests. Except as set forth in Article 4 of the Omnibus Agreement, the Partnership Interests may not be Disposed of, and any purported Disposition of the Partnership Interests shall be null and void.

3.03 Additional Partnership Interests. Additional Partnership Interests may be created and issued to new or existing Partners only in compliance with the provisions in Article 5 of the Omnibus Agreement. The Partnership shall be bound by the terms of such Omnibus Agreement.

ARTICLE IV: CAPITAL CONTRIBUTIONS

4.01 Initial Contributions. The Partners have previously contributed (whether through actual contributions or as a result of their acquisition of their Partnership Interests from predecessors) to the Partnership those assets which are currently listed as assets of the Partnership on the Partnership’s books and records.

4.02 Subsequent Contributions. Except as set forth in this Section 4.02 and in Section 4.03, no Partner shall be required to make any Additional Capital Contributions on or after the date of this Agreement. In the event the General Partner determines for any quarter there exists an operating cash flow deficit such that available cash is insufficient to cover operating expenses, debt service and a reasonable contingency reserve (but excluding for purposes of clarification cash needed for acquisitions or Expansion Projects), the General Partner may require each of the Partners to make Additional Capital Contributions pro rata in accordance with their respective Distribution Ratios in an amount sufficient to cover such operating cash flow deficit.

4.03 Expansion Project Additional Capital Contributions.

(a) The General Partner may request additional capital contributions to fund Expansion Projects (“Expansion Cash Calls”). Except as otherwise provided in this Section 4.03 or otherwise agreed to by each of the Partners, any requested Capital Contributions for Expansion Cash Calls attributable to an Expansion Project shall be made by the Partners in accordance with their Percentage Interest. The costs of construction of, or acquisition of assets relating to, and other expenditures for Expansion Projects funded exclusively out of Capital Contributions made by the Partners (the “Expansion Costs”) and the related funding of Expansion Cash Calls shall be borne solely by the Partners as set forth below in this Section 4.03, unless agreed to otherwise by all of such Partners, in an amount equal to the product of (A) the aggregate amount of the Expansion Costs multiplied by (B) a fraction, the numerator of

which is the Percentage Interest of such participating Partner and the denominator of which is the aggregate Percentage Interest of all of the participating Partners.

(b) The General Partner shall provide written notice to the Partners of the date contributions are due, which date shall be not less than 30 nor more than 90 Days following the date of such notice, the aggregate amount of the Capital Contribution required and each Partner’s share thereof, and setting forth in reasonable detail the proposed Expansion Project and Expansion Costs associated therewith. Each Partner shall advise the General Partner in writing within 20 Days whether it elects to make an Expansion Capital Contribution.

(c) If the DEP Party elects to make an Expansion Capital Contribution with respect to an Expansion Project within 20 Days after notice of such Expansion Cash Call, then (i) the EPD Party may make additional Capital Contributions of cash in an amount up to the product of its Percentage Interest and the amount of the applicable Expansion Cash Call and (ii) the DEP Party shall make additional Capital Contributions of cash equal to the excess of the Expansion Cash Call over amounts elected to be contributed by the EPD Party under clause (i) immediately preceding.

(d) If the DEP Party elects not to make an Expansion Capital Contribution with respect to an Expansion Project within 20 Days after notice of such Expansion Cash Call, then the EPD Party may make Expansion Capital Contributions of cash in an amount equal to 100% of such Expansion Cash Call. Notwithstanding the foregoing, the DEP Party may subsequently elect to make an Expansion Capital Contribution associated with any Expansion Project by paying to the EPD Party, within 90 Days following the applicable Initial Commencement Date, an amount equal to the product of (i) the sum of (A) the amount of the Expansion Cash Call, plus (B) the effective cost of capital to the EPD Party based on the weighted average interest rate of the EPD Party incurred for borrowings during such period as determined by its Board of Directors in its reasonable judgment, minus (C) any amounts, if any, distributed to the EPD Party with respect to its additional Capital Contributions associated with such Expansion Project pursuant to the limited liability company agreement of Enterprise Texas multiplied by the Percentage Interest of the DEP Party, and (ii) the Percentage Interest of the DEP Party. If the DEP Party makes a payment pursuant to this Section 4.03(d), then (1) the DEP Party shall be deemed to make a cash Capital Contribution to the Partnership in an amount equal to such payment and (2) the Partnership shall be deemed to make a cash distribution to the EPD Party in an amount equal to such payment.

4.04 Advances by Partners. If the Partnership does not have sufficient cash to pay its obligations, the General Partner, or any Limited Partner(s) that may agree to do so with the General Partner’s consent, may advance all or part of the needed funds to or on behalf of the Partnership. Payment by the General Partner on account of liability as a matter of law for Partnership obligations is deemed to be an advance under this Section 4.03. An advance described in this Section 4.03 constitutes a loan from the Partner to the Partnership, bears interest at a rate determined by the General Partner (and, if applicable, the Limited Partner making the advance) from the date of the advance until the date of payment, and is not a Capital Contribution.

4.05 Capital Accounts. A capital account shall be established and maintained for each Partner. Each Partner’s capital account (a) shall be increased by (i) the amount of money contributed by that Partner to the Partnership, (ii) the fair market value of property contributed by that Partner to the Partnership (net of liabilities secured by the contributed property that the Partnership is considered to assume or take subject to under section 752 of the Code), and (iii) allocations to that Partner of Partnership income and gain (or items of income and gain), including income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money distributed to that Partner by the Partnership, (ii) the fair market value of property distributed to that Partner by the Partnership (net of liabilities secured by the distributed property that the Partner is considered to assume or take subject to under section 752 of the Code), (iii) allocations to that Partner of expenditures of the Partnership described in section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items of loss and deduction), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss or deduction described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii). The Partners’ capital accounts also shall be maintained and adjusted as permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Partners of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. § 1.704-1(b)(2)(iv)(g). A Partner that has more than one Partnership Interest shall have a single capital account that reflects all its Partnership Interests, regardless of the class of Partnership Interests owned by that Partner and regardless of the time or manner in which those Partnership Interests were acquired.

ARTICLE V:ALLOCATIONS AND DISTRIBUTIONS

5.01 Allocations.

(b) Special Allocations. Notwithstanding any other provisions of this Section 5.01, the following special allocations shall be made prior to making any allocations provided for in 5.01(a) above:

of the net decrease in such Minimum Gain (as determined pursuant to Treas. Reg. § 1.704-2(g)(2)). It is the intent of the Partners that any allocation pursuant to this subsection 5.01(b)(i) shall constitute a “minimum gain chargeback” under Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, except subsection 5.01(b)(i), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2), during any taxable year, any Partner who has a share of the Partner Nonrecourse Debt Minimum Gain shall be allocated such amount of income and gain for such year (and subsequent years, if necessary) determined in the manner required by Treas. Reg. § 1.704-2(i)(4) as is necessary to meet the requirements for a chargeback of Partner Nonrecourse Debt Minimum Gain.

(iii) Priority Allocations. Items of Partnership gross income or gain for the taxable period shall be allocated to the Partners until the cumulative amount of such items allocated to each Partner pursuant to this Section 5.01(b)(iii) for the current and all previous taxable years equals the cumulative amount of distributions made to such Partner pursuant to Section 5.02(a) for the current and all previous taxable years.

(iv) Qualified Income Offset. Except as provided in subsection 5.01(b)(i) and (ii) hereof, in the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. Sections 1.704-1(b)(2)(i)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Allocation Regulations, the deficit balance, if any, in its adjusted capital account created by such adjustments, allocations or distributions as quickly as possible.

(v) Gross Income Allocations. In the event any Partner has a deficit balance in its adjusted capital account at the end of any Partnership taxable period, such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this subsection 5.01(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its adjusted capital account after all other allocations provided in this Section 5.01 have been tentatively made as if subsection 5.01(b)(v) were not in the Agreement.

(vi) Partnership Nonrecourse Deductions. Partnership Nonrecourse Deductions (as determined under Treas. Reg. Section 1.704-2(c)) for any fiscal year shall be allocated among the Partners in proportion to their Partnership Interests.

(vii) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions (as defined under Treas. Reg. Section 1.704-2(i)(2)) shall be allocated

pursuant to Treas. Reg. Section 1.704-2(i) to the Partner who bears the economic risk of loss with respect to the partner nonrecourse debt to which it is attributable.

(viii) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their capital accounts are required to be adjusted pursuant to the Allocation Regulations.

(ix) Curative Allocation. The special allocations set forth in subsections 5.01(b)(i), (ii) and (iv)-(vii) (the “Regulatory Allocations”) are intended to comply with the Allocation Regulations. Notwithstanding any other provisions of this Section 5.01, the Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners such that, to the extent possible, the net amount of allocations of such items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred.

(c) For federal income tax purposes, except as otherwise required by the Code, the Allocation Regulations or the following sentence, each item of Partnership income, gain, loss, deduction and credit shall be allocated among the Partners in the same manner as corresponding items are allocated in Sections 5.01(a) and (b). Notwithstanding any provisions contained herein to the contrary, solely for federal income tax purposes, items of income, gain, depreciation, gain or loss with respect to property contributed or deemed contributed to the Partnership by a Partner shall be allocated so as to take into account the variation between the Partnership’s tax basis in such contributed property and its Carrying Value in the manner provided under Section 704(c) of the Code and Treas. Reg. § 1.704-3(d) (i.e. the “remedial method”).

5.02 Distributions.

(a) At least quarterly prior to commencement of winding up under Section 11.02, the General Partner shall determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand, exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, acquisitions, and a reasonable contingency reserve. If such an excess exists, the General Partner shall cause the Partnership to distribute to the Partners, in accordance with their respective Distribution Ratios, an amount in cash equal to that excess on or before the date 30 days following the end of each such fiscal quarter.

(b) From time to time the General Partner also may cause property of the Partnership other than cash to be distributed to the Partners, which distribution must be made in accordance with Section 5.02(a) and may be made subject to existing liabilities and obligations.

Immediately prior to such a distribution, the capital accounts of the Partners shall be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

ARTICLE VI: MANAGEMENT AND OPERATION

6.01 Management of Partnership Affairs.

(a) Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by nonwaivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner may make all decisions and take all actions for the Partnership not otherwise provided for in this Agreement. Notwithstanding anything to the contrary in this Agreement, any of the following require the unanimous consent of the Partners:

(i) any amendment to this Agreement, including without limitation, pursuant to any agreement or plan of merger or consolidation (and, for purposes of clarification, including amendments relating to the authorization (by reclassification or other otherwise) or issuance of any Partnership Interests ranking senior or pari passu in right of liquidation preference, distribution or redemption with the Partnership Interests as the date hereof;

(ii) any waiver or consent pursuant to any provision of this Agreement that may adversely affect the holders of Partnership Interests;

(iii) the issuance of any equity securities (or any securities convertible, exercisable or exchangeable into any equity securities) by any subsidiary of the Partnership to any person other than direct or indirect wholly owned subsidiaries of the Partnership; or

(iv) any repurchase or redemption of Partnership Interests or any equity interests of any subsidiary of the Partnership.

(b) A Limited Partner may not act for or on behalf of the Partnership, do any act that would be binding on the Partnership, or incur any expenditures on behalf of the Partnership.

(c) Any Person dealing with the Partnership, other than a Limited Partner, may rely on the authority of the General Partner in taking any action in the name of the Partnership without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

6.02 Compensation. The General Partner is not entitled to compensation for its services as General Partner, but it is entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of its service in that capacity in accordance with this Agreement, including for the portion of its overhead reasonably allocable to Partnership activities.

6.03 Standards and Conflicts.

(a) Except as provided otherwise in this Agreement, the General Partner shall conduct the affairs of the Partnership in good faith toward the best interests of the Partnership. THE GENERAL PARTNER IS LIABLE FOR ERRORS OR OMISSIONS IN PERFORMING ITS DUTIES WITH RESPECT TO THE PARTNERSHIP ONLY IN THE CASE OF BAD FAITH, GROSS NEGLIGENCE, OR BREACH OF THE PROVISIONS OF THIS AGREEMENT, BUT NOT OTHERWISE. The General Partner shall devote such time and effort to the Partnership business and operations as is necessary to promote fully the interests of the Partnership; however, the General Partner need not devote full time to Partnership business.

(b) Subject to the other provisions of this Agreement, the General Partner and each Limited Partner at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Partnership, with no obligation to offer to the Partnership or any other Partner the right to participate in those activities.

(c) The Partnership may transact business with any Partner or affiliate of a Partner, provided the terms of the transactions are no less favorable than those the Partnership could obtain from unrelated third parties.

6.04 Indemnification. To the fullest extent permitted by applicable law, on request by the Person indemnified the Partnership shall indemnify the General Partner, its affiliates, and their respective officers, directors, partners, employees, and agents and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) any of them may incur as a general partner in the Partnership or in performing the obligations of the General Partner with respect to the Partnership, SPECIFICALLY INCLUDING THE PERSON INDEMNIFIED’S SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE, and on request by the Person indemnified the Partnership shall advance expenses associated with defense of any related action; provided, however, that this indemnity does not apply to actions constituting bad faith, gross negligence, or breach of the provisions of this Agreement.

6.05 Power of Attorney. Each Limited Partner appoints the General Partner (and any liquidator pursuant to Section 11.02) as that Limited Partner’s attorney-in-fact for the purpose of executing, swearing to, acknowledging, and delivering all certificates, documents, and other instruments as may be necessary, appropriate, or advisable in the judgment of the General Partner (or the liquidator) in furtherance of the business of the Partnership or complying with applicable law, including, without limitation, filings of the type described in Section 2.05. This power of attorney is irrevocable and is coupled with an interest. On request by the General Partner (or the liquidator), a Limited Partner shall confirm its grant of this power of attorney or any use of it by the General Partner (or the liquidator) and shall execute, swear to, acknowledge, and deliver any such certificate, document, or other instrument.

ARTICLE VII: RIGHTS OF LIMITED PARTNERS

7.01 Information.

(a) In addition to the other rights set forth in this Agreement, each Limited Partner is entitled to all information to which that Limited Partner is entitled to have access under the Act under the circumstances and subject to the conditions therein stated; provided, however, that the General Partner may determine, due to contractual obligations, business concerns, or other considerations, that certain information regarding the business, affairs, properties, and financial condition of the Partnership should be kept confidential and not provided to some or all Limited Partners. The Partners agree that the restrictions in the immediately preceding sentence are just and reasonable.

(b) The Partners acknowledge that, from time to time, they may receive information from or regarding the Partnership in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to the Partnership or Persons with which it does business. Each Partner shall hold in strict confidence and not use (except for matters involving the Partnership) any information it receives regarding the Partnership that is identified as being confidential (and if that information is provided in writing, that is so marked) and may not disclose it to any Person other than another Partner, except for disclosures (a) compelled by law (but the Partner must notify the General Partner promptly of any request for that information, before disclosing it if practicable), (b) to advisers or representatives of the Partner, but only if the recipients have agreed to be bound by the provisions of this Section 7.01(b), or (c) of information that Partner also has received from a source independent of the Partnership that the Partner reasonably believes obtained that information without breach of any obligation of confidentiality. The Partners acknowledge that breach of the provisions of this Section 7.01(b) may cause irreparable injury to the Partnership for which monetary damages are inadequate, difficult to compute, or both. Accordingly, the Partners agree that the provisions of this Section 7.01(b) may be enforced by specific performance.

7.02 Withdrawal. A Limited Partner does not have the right or power to withdraw from the Partnership as a limited partner.

7.03 Consents and Voting.

(a) Subject to the provisions of Section 6.03(a) with respect to the General Partner in its capacity as such, a Partner (including the General Partner with respect to any Partnership Interest it may have as a Limited Partner) may grant or withhold its consent or vote its interest in its sole discretion, without regard to the interests of the Partnership or any other Partner.

(b) In any request for consent or approval from another Partner, the General Partner may specify a response period, ending no earlier than the fifth and no later than the 15th Business Day following the date on which the Partner whose consent or approval is sought receives the request as described in Section 12.02. If the receiving Partner does not respond by the end of this period, it shall be deemed to have consented to or approved the action set forth in the request.

7.04 Meetings. On written request of Partners having 50% of the Percentage Interests, the General Partner shall call, and at any time it may call, a meeting of the Partners to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. The call must be made by notice to all other Partners on or before the tenth day prior to the date of the meeting specifying the location and the time and stating the business to be transacted at the meeting, which must include any items the Partners requesting the meeting have specified in their request. The chairperson of the meeting shall be an individual the General Partner specifies. At the meeting, the Partners may take any action included in the notice of the meeting by vote of Partners present, in person or by proxy, constituting Partners whose consent is required for that action pursuant to the other provisions of this Agreement. With respect to other matters, the meeting must be conducted in accordance with rules that the General Partner may establish.

ARTICLE VIII: TAXES

8.01 Tax Returns. The General Partner shall cause to be prepared and filed all necessary federal and state income tax returns for the Partnership, including making the elections described in Section 8.02. Each Limited Partner shall furnish to the General Partner all pertinent information in its possession relating to Partnership operations that is necessary to enable the Partnership’s income tax returns to be prepared and filed.

8.02 Tax Elections. The Partnership shall make the following elections on the appropriate tax returns:

(a) to adopt a fiscal year ending on December 31 of each year;

(b) to adopt the accrual method of accounting and to keep the Partnership’s books and records on the income-tax method;

(d) any other election the General Partner may deem appropriate and in the best interests of the Partners.

Neither the Partnership nor any Partner may make an election for the Partnership to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law.

8.03 Tax Matters Partner. The General Partner shall be the “tax matters partner” of the Partnership pursuant to section 6231(a)(7) of the Code. The General Partner shall take such action as may be necessary to cause each Limited Partner to become a “notice partner” within the meaning of section 6223 of the Code. The General Partner shall inform each Limited Partner of all significant matters that may come to its attention in its capacity as tax matters partner by giving notice on or before the fifth Business Day after becoming aware of the matter and, within that time, shall forward to each Limited Partner copies of all significant written communications it may receive in that capacity.

ARTICLE IX: BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

9.01Maintenance of Books. The books of account for the Partnership shall be maintained on a accrual basis in accordance with the terms of this Agreement, except that the capital accounts of the Partners shall be maintained in accordance with Section 4.04. The accounting year of the Partnership shall end on December 31 of each year.

9.02 Reports. If requested by any Partner in writing, on or before the 120th day following the end of each fiscal year during the term of the Partnership, the General Partner shall cause each Limited Partner to be furnished with a balance sheet, an income statement, and a statement of changes in Partners’ capital of the Partnership for, or as of the end of, that year. These financial statements must be prepared in accordance with accounting principles generally employed for cash basis records consistently applied (except as noted in the statements). The General Partner also may cause to be prepared or delivered such other reports as it may deem appropriate. The Partnership shall bear the costs of all these reports.

9.03 Accounts. The General Partner shall establish and maintain one or more separate bank and investment accounts and arrangements for Partnership funds in the Partnership name with financial institutions and firms that the General Partner determines. The General Partner may not commingle the Partnership’s funds with the funds of any Partner; however, Partnership funds may be invested in a manner the same as or similar to the General Partner’s investment of its own funds or investments by its affiliates.

ARTICLE X: WITHDRAWAL, BANKRUPTCY, ETC. OF GENERAL PARTNER

10.01 Withdrawal, Bankruptcy, Removal Etc. of General Partner.

(a) Except as provided in Section 10.01(d), the General Partner agrees that it will not withdraw from the Partnership as a general partner. If the General Partner withdraws from the Partnership in violation of this covenant, the withdrawal is effective on the 90th day following notice of the withdrawal to all Limited Partners, or such later date as the notice may specify. On a withdrawal in violation of this Section 10.01(a), the Partnership’s remedies shall be limited to the recovery of monetary damages arising from such violation, it being understood that neither the Partnership nor any Limited Partner shall have the right, through specific performance or otherwise, to prevent the General Partner from withdrawing in violation of this Agreement.

(b) The General Partner shall notify each Limited Partner that an event of the type described in Section 17-402(a)(4), (5), or (7)-(12) of the Act has occurred with respect to it on or before the fifth Business Day after that occurrence.

(c) Following any notice that the General Partner is withdrawing (other than pursuant to Section 10.01(d)), a Required Interest by written consent may select a new General Partner. The Person selected shall be admitted to the Partnership as the General Partner effective immediately prior to the existing General Partner’s ceasing to be the General Partner with a Percentage Interest that the Limited Partners making the selection specify, but only if the new General Partner has made a Capital Contribution in an amount the Limited Partners making the

selection specify and has executed and delivered to the Partnership a document including the new General Partner’s notice address and its agreement to be bound by this Agreement. Notwithstanding the foregoing provisions of this Section 10.01(c), for the right to select a new General Partner to be exercised, the Partnership must receive a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the Limited Partners making the selection to the effect that the selection and admission (if any) will not result in (i) the loss of limited liability of any Limited Partner or (ii) the Partnership’s being treated as an association taxable as a corporation for federal income tax purposes.

(d) The General Partner may be removed by a written consent of Partners holding a majority of the Distribution Ratios. The General Partner may not be removed if such removal would result in the termination or dissolution of the Partnership under applicable law. The new General Partner shall not be required to make any Capital Contributions to the Partnership, shall not have a Percentage Interest or be entitled to any distributions from the Partnership pursuant to Section 5.02. The new General Partner shall execute and deliver to the Partnership a document including the new General Partner’s notice address and its agreement to be bound by this Agreement. The General Partner shall not be removed unless and until a new, successor General Partner has been identified and such successor General Partner has been admitted to the Partnership. The Partners agree to execute any amendments to this Agreement and take any other actions required to effect the changes specified in this Section 10.01(d).

10.02 Conversion of Interest. Simultaneously with the General Partner’s ceasing to be General Partner following the admission of a new General Partner pursuant to Section 10.01(c) or (d), the former General Partner’s Partnership Interest as the General Partner automatically is converted into that of a Limited Partner having a Percentage Interest equal to the Percentage Interest of the former General Partner as the General Partner immediately prior to its ceasing to be the General Partner, and the General Partner automatically is admitted to the Partnership as a Limited Partner.

ARTICLE XI: DISSOLUTION, LIQUIDATION, AND TERMINATION

11.01 Dissolution. The Partnership shall dissolve and its business and affairs shall be wound up on the first to occur of the following:

(a) the written consent of the General Partner and a Required Interest;

(b) the date set forth in Section 2.06;

(c) the General Partner’s ceasing to be the General Partner as described in Section 10.01(a) or (d), unless a new General Partner is selected and admitted as provided in Section 10.01(c) or (d);

(d) the entry of a decree of judicial dissolution under Section 17-802 of the Act;

(e) any other event causing dissolution as described in Section 17-801 of the Act (other than an event described in Section 17-402(a)(4) or (10) of the Act, except as provided in Section 11.01(c));

provided, however, that if dissolution occurs due to an “event of withdrawal” (as defined in the Act) with respect to the General Partner and a new General Partner is being admitted pursuant to Section 10.01(c), the Partnership automatically shall be reconstituted and the new General Partner shall, and hereby agrees to, carry on the business of the Partnership.

11.02 Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as practicable after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners;

(ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership

occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation).

All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

11.03 Termination. On completion of the distribution of Partnership assets as provided in this Agreement, the Partnership is terminated, and the General Partner (or such other Person or Persons as the Act may require or permit) shall cause the cancellation of the Certificate and any filings made as provided in Section 2.05 and shall take such other actions as may be necessary to terminate the Partnership.

ARTICLE XII: GENERAL PROVISIONS

12.01 Offset. Whenever the Partnership is to pay any sum to any Partner, any amounts that Partner owes the Partnership may be deducted from that sum before payment.

12.02 Notices. All notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission. A notice, request, or consent given under this Agreement is effective on receipt at the address of the Person to receive it. All notices, requests, and consents to be sent to a Partner must be sent to or made at the addresses given for that Partner on Exhibit A or in the instrument described in Sections 10.01(c) and (d), or such other address as that Partner may specify by notice to the other Partners. Any notice, request, or consent to the Partnership must be given to the General Partner.

12.03 Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Partners and their affiliates relating to the Partnership and supersedes all prior contracts or agreements with respect to the Partnership, whether oral or written.

12.04 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Partnership is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Partnership. Failure on the part of a Person to complain of any act of any Person or to declare

any Person in default with respect to the Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute of-limitations period has run.

12.05 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed by all of the Partners.

12.06 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inures to the benefit of the Partners and their respective heirs, legal representatives and successors.

12.07 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected and that provision shall be enforced to the greatest extent permitted by law.

12.08 Further Assurances. In connection with this Agreement and the transactions contemplated by it, each Partner shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

12.09 Waiver of Certain Rights. Each Partner irrevocably waives any right it may have to maintain any action for dissolution of the Partnership or for partition of the property of the Partnership.

12.10 Indemnification. To the fullest extent permitted by law, each Partner shall indemnify the Partnership and each other Partner and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) they may incur on account of any breach by that Partner of this Agreement.

12.11 Counterparts. This Agreement maybe executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

[Signature page follows]

EXECUTED as of the date first set forth above.


		GENERAL PARTNER:

		ENTERPRISE HOLDING III, L.L.C.

		By:		/s/ Michael A. Creel
		Printed Name: Michael A. Creel
		Title: President and Chief Executive Officer

		LIMITED PARTNER:

		ENTERPRISE GTM HOLDINGS L.P.

		By:		Enterprise GTM GP, LLC, its general partner

		By:		/s/ Michael A. Creel

		Printed Name: Michael A. Creel
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT A


	Percentage			Distribution
Name and Address of Partner	Interest			Ratio
General Partner:

Enterprise Holding III, L.L.C.		22.6	%		66.0	%
1100 Louisiana Street, 10th Floor Houston, Texas 77002

Limited Partner:

Enterprise GTM Holdings L.P.		77.4	%		34.0	%
1100 Louisiana Street, 10th Floor Houston, Texas 77002

exv10w4

Exhibit 10.4

EXECUTION COPY

FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ENTERPRISE INTRASTATE L.P.

FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE INTRASTATE L.P.

Table of Contents


	Page
ARTICLE I: DEFINITIONS		3
1.01 Certain Definitions		3
1.02 Other Definitions		7
1.03 Construction		7

ARTICLE II: ORGANIZATION		7
2.01 Formation and Continuation		7
2.02 Name		8
2.03 Offices		8
2.04 Purposes		8
2.05 Certificate; Foreign Qualification		8
2.06 Term		8
2.07 Merger		8

ARTICLE III: PARTNERS AND PARTNERSHIP INTERESTS		9
3.01 Partners		9
3.02 No Dispositions of Partnership Interests		9
3.03 Additional Partnership Interests		9

ARTICLE IV: CAPITAL CONTRIBUTIONS		9
4.01 Initial Contributions		9
4.02 Subsequent Contributions		9
4.03 Expansion Project Additional Capital Contributions		9
4.04 Advances by Partners		10
4.05 Capital Accounts		11

ARTICLE V: ALLOCATIONS AND DISTRIBUTIONS		11
5.01 Allocations		11
5.02 Distributions		13

ARTICLE VI: MANAGEMENT AND OPERATION		14
6.01 Management of Partnership Affairs		14
6.02 Compensation		14
6.03 Standards and Conflicts		15
6.04 Indemnification		15
6.05 Power of Attorney		15

ARTICLE VII: RIGHTS OF LIMITED PARTNERS		16
7.01 Information		16


	Page
7.02 Withdrawal		16
7.03 Consents and Voting		16
7.04 Meetings		17

ARTICLE VIII: TAXES		17
8.01 Tax Returns		17
8.02 Tax Elections		17
8.03 Tax Matters Partner		17

ARTICLE IX: BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS		18
9.01 Maintenance of Books		18
9.02 Reports		18
9.03 Accounts		18

ARTICLE X: WITHDRAWAL, BANKRUPTCY, ETC. OF GENERAL PARTNER		18
10.01 Withdrawal, Bankruptcy, Removal Etc. of General Partner		18
10.02 Conversion of Interest		19

ARTICLE XI: DISSOLUTION, LIQUIDATION, AND TERMINATION		19
11.01 Dissolution		19
11.02 Liquidation and Termination		20
11.03 Termination		21

ARTICLE XII: GENERAL PROVISIONS		21
12.01 Offset		21
12.02 Notices		21
12.03 Entire Agreement; Supersedure		21
12.04 Effect of Waiver or Consent		21
12.05 Amendment or Modification		22
12.06 Binding Effect		22
12.07 Governing Law; Severability		22
12.08 Further Assurances		22
12.09 Waiver of Certain Rights		22
12.10 Indemnification		22
12.11 Counterparts		22

EXHIBITS:

A Names, Addresses, Percentage Interests and Distribution Ratios of Partners

FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE INTRASTATE L.P.

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).

RECITALS

WHEREAS, the Partnership was incorporated under the name of Endevco Pipeline Company, a Delaware corporation, pursuant to the filing of the Certificate of Incorporation on February 8, 1982;

WHEREAS, on February 25, 1994, Endevco Pipeline Company changed its name to Cornerstone Pipeline Company, evidenced by the filing of an Amended Certificate of Incorporation with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on December 18, 1998, Cornerstone Pipeline Company changed its name to El Paso Energy Intrastate Company, evidenced by the filing of an Amended Certificate of Incorporation with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on December 31, 2000, El Paso Energy Intrastate Company converted into a limited partnership under the name of El Paso Energy Intrastate Company, L.P., evidenced by the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on December 31, 2000, upon the Partnership converting into a limited partnership, the partners executed that certain Limited Partnership Agreement dated as of December 31, 2000, by El Paso Field Services Management, Inc., as the General Partner and El Paso Field Services Holding Company, as the limited partners (the “LP Agreement”);

WHEREAS, on February 28, 2002, El Paso Field Services Holding Company sold its 99% limited partnership interests in the Partnership to El Paso Texas Field Services, L.L.C., a Delaware limited liability company;

WHEREAS, on April 8, 2002, El Paso Texas Field Services, L.L.C., merged into EPN Holding Company, L.P., evidenced by the Certificate of Merger filed with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on April 8, 2002, El Paso Field Services Management, Inc. assigned its 1% general partnership interest in this Partnership to EPN Pipeline GP Holding, L.L.C., a Delaware limited liability company;

WHEREAS, on December 31, 2002, EPN Holding Company, L.P. sold its limited partnership interests in this Partnership to El Paso Energy Partners, L.P.;

WHEREAS, on February 13, 2003, the LP Agreement was amended and restated to incorporate the name changes and change in ownership (the “Amended and Restated LP Agreement”);

WHEREAS, on May 15, 2003, El Paso Energy Intrastate Company, L.P., changed its name to GulfTerra Intrastate, L.P., evidenced by the filing of an Amended Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on May 15, 2003, EPN Pipeline GP Holding, L.L.C., changed its name to GulfTerra Holding III, L.L.C., evidenced by the filing of an Amended Certificate of Formation with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on May 15, 2003, the Amended and Restated LP Agreement was amended and restated to incorporate the name changes (the “Second Amended and Restated LP Agreement”);

WHEREAS, pursuant to the Merger, GulfTerra Holding III, L.L.C. acquired a 1% general partnership interest in the Partnership and became the general partner of the Partnership;

WHEREAS, on February 3, 2005, GulfTerra Holding III, L.L.C. changed its name to Enterprise Holding III, L.L.C. (“Enterprise Holding III”);

WHEREAS, on February 3, 2005, GulfTerra Intrastate, L.P., changed its name to Enterprise Intrastate L.P., evidenced by the filing of a Certificate of Amendment to the Certificate of Limited Partnership with the Delaware Secretary of State in the State of Delaware;

WHEREAS, on June 6, 2007, the Second Amended and Restated LP Agreement was amended to incorporate the name changes and change in ownership (as amended, the “Original Agreement”);

(3) Enterprise GTM contributed 100% of the membership interests in Enterprise Holding III (the “Enterprise Holding III Membership Interests”) to DEP as consideration for the receipt of (i) cash and (ii) common units of DEP.

ARTICLE I: DEFINITIONS

1.01 Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101 et. seq., as amended from time to time.

“Agreement” means this Fourth Amended and Restated Agreement of Limited Partnership of Enterprise Intrastate L.P., as it may be amended, modified or supplemented in accordance with the provisions below.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Texas are authorized or required by Law to close.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Contribution Agreement” has the meaning set forth in the recitals.

“Debt” means, as applied to the Partnership:

(a) Any indebtedness for borrowed money or debt security of any Person which the Partnership has directly or indirectly created, incurred, guaranteed, assumed or otherwise become liable for;

(b) Obligations to make payments under leases that in accordance with GAAP are required to be capitalized on the balance sheet of the Partnership, as the case may be; and

(c) Any guarantee by the Partnership of any debt of another Person of the type described in clause (a) or (b) of this definition.

“DEP” has the meaning set forth in the recitals.

“DEPOLP” has the meaning set forth in the recitals.

“DEP Party” means Enterprise Holding III, as the General Partner.

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

“Enterprise GTM” has the meaning set forth in the recitals.

“Enterprise Holding III” has the meaning set forth in the recitals.

“EPD Party” means Enterprise GTM, as the Limited Partner.

“Expansion Capital Contribution” means additional Capital Contributions of cash pursuant to an Expansion Cash Call in accordance with Section 4.03, or additional Capital Contributions subsequently made by the DEP Party as an additional Capital Contribution pursuant to Section 4.03(d).