exv10w1






Exhibit 10.1




SECOND AMENDMENT TO TERM LOAN AGREEMENT




     THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Second Amendment”) is made and
entered into as of October 25, 2010 (the “Second Amendment Effective Date”), among DUNCAN
ENERGY PARTNERS, L.P., a Delaware limited partnership (“Borrower”); WELLS FARGO BANK,
NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association, as administrative
agent (in such capacity, the “Administrative Agent”) for each of the lenders (the
“Lenders”) that is a signatory or which becomes a signatory to the hereinafter defined Loan
Agreement; and the Lenders party hereto.



R E C I T A L S:




     A. On April 18, 2008, the Borrower, the Lenders and the Administrative Agent entered into a
certain Term Loan Agreement (as amended by First Amendment to Term Loan Agreement dated July 11,
2008, the “Loan Agreement”) whereby, upon the terms and conditions therein stated, the
Lenders agreed to make term Loans to the Borrower.



     B. The parties hereto mutually desire to amend the Loan Agreement as hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows:



     1. Certain Definitions.



     1.1 Terms Defined Above. As used in this Second Amendment, the terms “Administrative
Agent”, “Borrower”, “Loan Agreement”, “Lenders”, “Second Amendment” and “Second Amendment Effective
Date”, shall have the meanings indicated above.



     1.2 Terms Defined in Agreement. Unless otherwise defined herein, all terms beginning
with a capital letter which are defined in the Loan Agreement shall have the same meanings herein
as therein unless the context hereof otherwise requires.



     2. Amendments to Loan Agreement.



     2.1 Defined Terms.



     (a) The term “Agreement”, as defined in Section 1.01 of the Loan Agreement, is hereby amended
to mean the Loan Agreement, as amended by this Second Amendment and as the same may from time to
time be further amended or supplemented.



     (b) The term “Alternate Base Rate” as defined in Section 1.01 of the Credit Agreement, is
hereby amended in its entirety to read as follows:




     “Alternate Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1% and (c) the LIBO Market Index Rate in effect on such day
plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the
Federal Funds Effective Rate or the LIBO Market Index Rate shall be effective from and



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including the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the LIBO Market Index Rate, respectively.



     (c) Clause (x) of the last paragraph of the definition of “Change in Control” in Section 1.01
of the Credit Agreement, is hereby amended by adding the following parenthetical at the end
thereof: “(or, if EPE Holdings, LLC is the Enterprise Products GP, as of the date it became the
Enterprise Products GP )”.



     (d) Clause (a) of the term “Consolidated EBITDA” as defined in Section 1.01 of the Credit
Agreement, is hereby amended by deleting “and” prior to subclause (vi) thereof and adding “, and
(vii) non-cash charges” at the end of such clause (a). The term “Consolidated EBITDA” is hereby
further amended by adding “; minus (f) non-cash gains” at the end thereof.



     (e) The term “Enterprise Products GP’ as defined in Section 1.01 of the Credit Agreement, is
hereby amended in its entirety to read as follows:




     “Enterprise Products GP” means, as applicable, (i) Enterprise Products GP, LLC,
a Delaware limited liability company, which as of the Second Amendment Effective Date is the
general partner of Enterprise Products Partners or (ii) EPE Holdings, LLC, a Delaware
limited liability company, which is to become the general partner of Enterprise Products
Partners after the Second Amendment Effective Date.



     (f) The reference to “$15,000,000” in the definition of “Material Indebtedness” as defined in
Section 1.01 of the Credit Agreement, is hereby amended to refer instead to “$25,000,000”.



     (g) Clause (ii) of the last paragraph of the definition of “Material Project EBITDA
Adjustments” as defined in Section 1.01 of the Credit Agreement, is hereby amended in its entirety
to read as follows:




     (ii) (a) Prior to the first full fiscal quarter following the Commercial Operations
Date of the Haynesville Extension, during any period that includes Material Project EBITDA
Adjustments for the Haynesville Extension, the aggregate amount of all Material Project
EBITDA Adjustments shall be limited to 35% of actual Consolidated EBITDA of the Borrower and
its Subsidiaries for such period (which total actual Consolidated EBITDA shall be determined
without including any Material Project EBITDA Adjustments);




     (b) for the 3 full fiscal quarters following the Commercial Operations Date of
the Haynesville Extension (1) any Material Project EBITDA Adjustments with respect
to such project shall be based solely on contracted volumes with long-term
contracts, and (2) the aggregate amount of all Material Project EBITDA Adjustments
during such period, other than Material Project EBITDA Adjustments with respect to
such project as provided in clause (1), shall be limited to 20% of actual
Consolidated EBITDA (calculated excluding all Material Project EBITDA Adjustments)
for such period; and




     (c) thereafter, the aggregate amount of all Material Project EBITDA Adjustments
during any period shall be limited to 20% of actual Consolidated



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EBITDA (calculated excluding all Material Project EBITDA Adjustments) for such
period.



     2.2 Additional Defined Terms. Section 1.01 of the Credit Agreement is hereby further
amended by adding the following new definitions, which read in their entirety as follows:




     “FATCA” means the Foreign Account Tax Compliance Act, sections 1471 through
1474 of the Code, and any regulations or official interpretations thereof.




     “Haynesville Extension” means the expansion of the Acadian gas system extending
Borrower’s Louisiana intrastate natural gas pipeline system into northwest Louisiana and the
Haynesville shale production area, expected to be completed by September 30, 2011.




     “LIBO Market Index Rate” means, for any day, with respect to any ABR Loan
(a) the rate per annum appearing on Page 3750 of the Bridge Telerate Service (formerly Dow
Jones Market Service) (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m., London time for
such day, provided, if such day is not a Business Day, the immediately preceding Business
Day, as the rate for dollar deposits with a one-month maturity; (b) if for any reason the
rate specified in clause (a) of this definition does not so appear on Page 3750 of the
Bridge Telerate Service (or any successor or substitute page or any such successor to or
substitute for such Service), the rate per annum appearing on Reuters Screen LIBO page (or
any successor or substitute page) as the London interbank offered rate for deposits in
dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not
a Business Day, the immediately preceding Business Day, for a one-month maturity; and (c) if
the rate specified in clause (a) of this definition does not so appear on Page 3750 of the
Bridge Telerate Service (or any successor or substitute page or any such successor to or
substitute for such Service) and if no rate specified in clause (b) of this definition so
appears on Reuters Screen LIBO page (or any successor or substitute page), the average of
the interest rates per annum at which dollar deposits of $5,000,000 and for a one-month
maturity are offered by the respective principal London offices of the Reference Banks in
immediately available funds in the London interbank market at approximately 11:00 a.m.,
London time, for such day.




     “Second Amendment” means that certain Second Amendment to Term Loan Agreement
dated as of the Second Amendment Effective Date, among the Borrower, the Lenders party
thereto and the Administrative Agent.




     “Second Amendment Effective Date” means October 25, 2010.



     2.3 Taxes. Section 2.17(e) of the Credit Agreement is hereby amended by adding two
new sentences at the end thereof, to read as follows:




If a payment made to a Lender under this Agreement would not be subject (in whole or in
part) to U.S. federal withholding tax imposed by FATCA if such Lender were to comply



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with the applicable reporting or disclosure requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and Administrative Agent, at the time or times prescribed by law and at such time
or times reasonably requested by the Borrower or Administrative Agent, such documentation or
certifications prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation or certifications reasonably
requested by the Borrower or Administrative Agent as may be necessary for the Borrower or
Administrative Agent to comply with its obligations to withhold or report under FATCA, to
determine that such Lender has complied with such Lender’s obligations under FATCA or to
determine the amount (if any) to deduct and withhold from such payment. Each Foreign Lender
shall promptly notify the Borrower and the Administrative Agent at any time it determines
that it is no longer in a position to provide any previously delivered form, certificate or
other item to the Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose).



     2.4 Mandatory Prepayments. The heading of Section 2.10 of the Credit Agreement and
subsection (a) thereof are hereby amended in its entirety to read as follows:




     SECTION 2.10. Mandatory Prepayment and Repayment of Loans; Evidence of Debt.
(a) Within one (1) Business Day of the consummation of any public or private debt offerings
by Borrower or any of its Subsidiaries in excess of $400,000,000 in the aggregate (other
than Indebtedness under the Revolving Credit and Term Loan Agreement dated October 25, 2010,
or any replacement facility thereof), the Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of the Lenders the amount of such excess (net of
transaction fees, costs and expenses associated therewith, including reasonable legal fees
and expenses), to be applied by the Administrative Agent as a ratable prepayment on the
Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the Maturity
Date.



     2.5 Events of Default. The references to “$15,000,000” in clauses (f), (j) and (k) of
Article VII of the Credit Agreement are hereby amended to refer instead to “$25,000,000”.



     2.6 Notices. Section 9.01(b), (c) and (d) of the Credit Agreement are hereby amended
in their entirety to read as follows:




     (b) if to the Administrative Agent, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd.,
Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706),
with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC
28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482);




     (c) if to the Issuing Bank, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd., Charlotte,
NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706), with a copy
to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC 28288, MAC
D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482);



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     (d) if to the Swingline Lender, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd.,
Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706),
with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC
28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482); and



     2.7 Conditions Precedent. The obligation of the Lenders party hereto and the
Administrative Agent to enter into this Second Amendment shall be conditioned upon the following
conditions precedent:



     (a) The Administrative Agent shall have received a copy of this Second Amendment, duly
completed and executed by the Borrower and Required Lenders.



     (b) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Second Amendment Effective Date, including, to the extent invoiced prior to such
date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by
the Borrower hereunder.



     (c) As of the Second Amendment Effective Date, no Material Adverse Change exists.



     (d) Contemporaneously herewith, Borrower shall have entered into the Revolving Credit and Term
Loan Agreement of even date herewith, replacing that certain Revolving Credit Agreement dated
January 5, 2007 among Borrower, Wells Fargo Bank, National Association, successor-by-merger to
Wachovia Bank, National Association, as administrative agent, and the lenders named therein, to,
among other things, replace certain terms therein consistent with the amendments set forth in
Sections 2.1(b), (c), (d), (e) and (f), and Sections 2.2 and 2.5 hereof.



     (e) The Administrative Agent shall have received such other information, documents or
instruments as it or its counsel may reasonably request.



     2.8 Effectiveness. Subject to the satisfaction of the conditions precedent set forth
in Section 2.7 hereof, this Second Amendment shall be effective as of the date hereof.



     3. Representations and Warranties. The Borrower represents and warrants that:



     (a) there exists no Default or Event of Default under the Loan Agreement, as hereby amended;



     (b) the Borrower has performed and complied with all covenants, agreements and conditions
contained in the Loan Agreement, as hereby amended, required to be performed or complied with by
it; and



     (c) the representations and warranties of the Borrower contained in the Loan Agreement, as
hereby amended, were true and correct in all material respects when made, and are true and correct
in all material respects at and as of the time of delivery of this Second Amendment, except, in
each case, to the extent such representations and warranties relate to an earlier date, in which
case such representations and warranties were true and correct in all material respects as of such
earlier date.



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     4. Extent of Amendments. Except as expressly herein set forth, all of the terms,
conditions, defined terms, covenants, representations, warranties and all other provisions of the
Loan Agreement are herein ratified and confirmed and shall remain in full force and effect.



     5. Counterparts. This Second Amendment may be executed in two or more counterparts,
and it shall not be necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument.



     6. References. On and after the Second Amendment Effective Date, the terms
“Agreement”, “hereof”, “herein”, “hereunder”, and terms of like import when used in the Loan
Agreement shall, except where the context otherwise requires, refer to the Loan Agreement, as
amended by this Second Amendment.



     7. Governing Law. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of New York and applicable federal law.



     THIS SECOND AMENDMENT, THE LOAN AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER
DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     This Second Amendment shall benefit and bind the parties hereto, as well as their respective
assigns, successors, heirs, trustees and other similar legal representatives.



[Signatures Begin on Next Page]






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EXECUTED as of Second Amendment Effective Date.



	 	 	 	 	 
	 	BORROWER:



DUNCAN ENERGY PARTNERS, L.P.
 	 
	 	By:  	                                  DEP Holdings, LLC, General Partner
 	 
	 
	 	 	 
	 	By:  	                                  /s/ Bryan F. Bulawa
 	 
	 	 	Bryan F. Bulawa 	 
	 	 	Senior Vice President, Chief Financial Officer

and Treasurer 	 
	 



DEP Term Loan Second Amendment




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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
successor-by-merger to Wachovia Bank, National
Association,

Individually and as Administrative Agent

 	 
	 	By:  	/s/ Shannan Townsend	 
	 	 	Name: 	Shannan Townsend	 
	 	 	Title: 	Managing Director	 
	 
	 	SUNTRUST BANK, Individually and as Co-Syndication

Agent

 	 
	 	By:  	/s/ Carmen Malizia	 
	 	 	Name:  	Carmen Malizia	 
	 	 	Title:  	Vice President	 
	 
	 	THE BANK OF NOVA SCOTIA,

Individually and as Co-Syndication Agent

 	 
	 	By:  	/s/ G. George	 
	 	 	Name:  	G. George	 
	 	 	Title:  	Managing Director	 
	 
	 	MIZUHO CORPORATE BANK, LTD.,

Individually and as Co-Documentation Agent

 	 
	 	By:  	/s/ Leon Mo	 
	 	 	Name:  	Leon Mo	 
	 	 	Title:  	Authorized Signatory	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

Individually and as Co-Documentation Agent

 	 
	 	By:  	/s/ Matthew Main	 
	 	 	Name:  	Matthew Main	 
	 	 	Title:  	Managing Director	 
	 
	 	BANK OF AMERICA, N.A., a Lender

 	 
	 	By:  	/s/ William W. Stevenson	 
	 	 	Name:  	 William W. Stevenson	 
	 	 	Title 	Vice President	 
	 
	 	BARCLAYS BANK PLC, a Lender

 	 
	 	By:  	/s/ Ann E. Sutton	 
	 	 	Name:  	Ann E. Sutton	 
	 	 	Title:  	Director	 
	 



DEP Term Loan Second Amendment




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	 	BNP PARIBAS, a Lender

 	 
	 	By:  	/s/ Greg Smothers	 
	 	 	Name:  	Greg Smothers	 
	 	 	Title:  	Director	 
	 
	 	By:  	/s/ Edward Pak	 
	 	 	Name:  	Edward Pak	 
	 	 	Title:  	Vice President	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A., a Lender

 	 
	 	By:  	/s/ John F. Miller	 
	 	 	Name:  	John F. Miller	 
	 	 	Title:  	Attorney-in-Fact	 
	 
	 	DNB NOR BANK ASA, a Lender

 	 
	 	By:  	/s/ Sanjiv Nayar	 
	 	 	Name:  	Sanjiv Nayar	 
	 	 	Title:  	Senior Vice President	 
	 
	 	 	 
	 	By:  	/s/ Marcus Wendehog	 
	 	 	Name:  	Marcus Wendehog	 
	 	 	Title:  	First Vice President, Associate General

   Counsel (Americas)	 
	 
	 	WOODLANDS COMMERCIAL BANK, a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY BANK, a Lender

 	 
	 	By:  	/s/ Scott Taylor	 
	 	 	Name:  	Scott Taylor	 
	 	 	Title:  	Authorized Signatory	 



DEP Term Loan Second Amendment




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	 	UBS AG, STAMFORD BRANCH, a Lender

 	 
	 	By:  	/s/ Irja R. Otsa	 
	 	 	Name:  	Irja R. Otsa	 
	 	 	Title:  	Associate Director, Banking Products

   Services, U.S.	 
	 
	 	By:  	/s/ Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director, Banking Products

   Services, U.S.	 



DEP Term Loan Second Amendment





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