exv10w9






Exhibit 10.9




Execution Copy




Duncan Energy Partners L.P.




41,529 Common Units

Representing Limited Partner Interests




Unit Purchase Agreement




Houston, Texas

December 8, 2008




Enterprise Products Operating LLC

1100 Louisiana
Street, 10th Floor

Houston, Texas 77002



Ladies and Gentlemen:




     Duncan Energy Partners L.P., a limited partnership organized under the laws of Delaware (the
“Partnership”), proposes to directly sell (the “Offering”) to Enterprise Products
Operating LLC, a Texas limited liability company (the “Purchaser”), 41,529 common units
(the “Units”), each representing a limited partner interest in the Partnership
(“Partnership Units”). Certain terms used herein are defined in Section 12 of this
Unit Purchase Agreement (the “Agreement”). DEP Holdings, LLC is referred to herein as the
“General Partner,” and the General Partner together with the Partnership is referred to
collectively herein as the “DEP Parties” or individually as a “DEP Party”.




     This is to confirm the agreement among the DEP Parties, and the Purchaser concerning the
purchase of the Units from the Partnership by the Purchaser.




     1. Representations and Warranties. The Partnership represents and warrants to, and
agrees with, the Purchaser as set forth below in this Section 1.





     (a) Formation and Qualification of the DEP Parties. Each of the DEP Parties has been duly
formed and is validly existing in good standing under the laws of the State of Delaware with
all limited liability company or limited partnership, as the case may be, power and authority
necessary to own or hold its properties and conduct the businesses in which it is engaged and,
(i) in the case of the General Partner, to act as general partner of the Partnership, and (ii)
in the case of the General Partner and the Partnership to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. Each of the General Partner and the
Partnership is duly registered or qualified to do business and is in good standing as a
foreign limited liability company or limited partnership, as the case may be, in each
jurisdiction in which its ownership or lease of property or the conduct of its businesses
requires such qualification or registration, except where the failure to so qualify or
register would not, (i) individually or in the aggregate, have a material adverse effect on
the condition (financial or otherwise), results of operations, business or prospects of the
DEP Parties, taken as a whole (an “DEP Material Adverse Effect”) or (ii) subject the
limited partners of the Partnership to any material liability or disability.




     (b) Valid Issuance of the Units. The Units and the limited partner interests represented
thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued
and delivered to the Purchaser against payment therefor in accordance with the terms hereof,
will be validly issued, fully paid (to the extent required under the Partnership Agreement)
and nonassessable (except as such nonassessability may be affected by Sections 17-303 and
17-607 of the Delaware Revised Uniform Limited Partnership Act).




     (c) Authority. Each of the DEP Parties has all requisite limited liability company and
limited partnership power and authority, as the case may be, to execute and deliver this
Agreement and perform its respective obligations hereunder. The Partnership has all requisite
power and authority to issue, sell and deliver the Units, in accordance with and upon the
terms and conditions set forth in this Agreement and the Amended and Restated Agreement of
Limited Partnership of the Partnership, dated February 5, 2007, as amended (the
“Partnership Agreement”).



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     (d) Authorization, Execution and Delivery of Agreements.




     (i) This Agreement has been duly authorized, validly executed and delivered by each
of the DEP Parties;




     (ii) The Partnership Agreement has been duly authorized, executed and delivered by
the General Partner and is a valid and legally binding agreement of the General Partner,
enforceable against the General Partner in accordance with its terms; and




     (iii) The Second Amended and Restated Limited Liability Company Agreement of the
General Partner, dated May 3, 2007, has been duly authorized, executed and delivered by
the sole member of the General Partner, and will be a valid and legally binding agreement
of such sole member, enforceable against it in accordance with its terms; and





except, with respect to each agreement described in this Section, as the enforceability
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally and by
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).





     (e) No Conflicts. None of the (i) offering, issuance and sale by the Partnership of the
Units pursuant to this Agreement, (ii) the execution, delivery and performance of this
Agreement by the DEP Parties, or (iii) consummation of the transactions contemplated hereby
(A) conflicts or will conflict with or constitutes or will constitute a violation of any
organizational documents of any of the DEP Parties, (B) conflicts or will conflict with or
constitutes or will constitute a breach or violation of, or a default (or an event that, with
notice or lapse of time or both, would constitute such a default) under, any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any
of the DEP Parties is a party or by which any of them or any of their respective properties
may be bound, (C) violates or will violate any statute, law or regulation or any order,
judgment, decree or injunction of any court, arbitrator or governmental agency or body having
jurisdiction over any of the DEP Parties, or any of their properties or assets, or (D) results
or will result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of any of the DEP Parties, which conflicts, breaches, violations, defaults
or liens, in the case of clauses (B) or (D), would, individually or in the
aggregate, have an DEP Material Adverse Effect.




     (f) Investment Company. None of the DEP Parties is now, or after the sale of the Units to
be sold by the Partnership hereunder will be an “investment company” or a company “controlled
by” an “investment company” within the meaning of the Investment Company Act of 1940, as
amended (the “Investment Company Act”).




     (g) Absence of Certain Actions. No action has been taken and no statute, rule, regulation
or order has been enacted, adopted or issued by any governmental agency or body which prevents
the issuance or sale of the Units in any jurisdiction; no injunction, restraining order or
order of any nature by any federal or state court of competent jurisdiction has been issued
with respect to any of the DEP Parties which would prevent or suspend the issuance or sale of
the Units in any jurisdiction; no action, suit or proceeding is pending against or, to the
knowledge of the DEP Parties, threatened against or affecting any of the DEP Parties before
any court or arbitrator or any governmental agency, body or official, domestic or foreign,
which could reasonably be expected to interfere with or adversely affect the issuance of the
Units or in any manner draw into question the validity or enforceability of this Agreement or
any action taken or to be taken pursuant hereto.



     2. Representations of the Purchaser.





     (a) Formation and Qualification of the Purchaser. The Purchaser has been duly formed and
is validly existing in good standing under the laws of the State of Texas with all company
power and authority necessary to own or hold its properties and conduct the businesses in
which it is engaged and to execute and deliver this Agreement and consummate the transactions
contemplated thereby. The Purchaser is duly registered or qualified to do business and is in
good standing as a foreign limited liability company in each jurisdiction in which its
ownership or lease of property or the conduct of its businesses requires such qualification or
registration, except where the failure to so qualify or register would not, (i) individually
or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of
operations, business or



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prospects of the Purchaser (a “Purchaser Material Adverse
Effect”) or (ii) subject the members of the Purchaser to any material liability or
disability.





     (b) No Conflicts. Neither the execution, delivery and performance of this Agreement by
the Purchaser nor the consummation of the transactions contemplated hereby (A) conflicts or
will conflict with or constitutes or will constitute a violation of the organizational
documents of the Purchaser, (B) conflicts or will conflict with or constitutes or will
constitute a breach or violation of, or a default (or an event that, with notice or lapse of
time or both, would constitute such a default) under, any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to which the Purchaser is a party or by
which it or any of its respective properties may be bound, (C) violates or will violate any
statute, law or regulation or any order, judgment, decree or injunction of any court,
arbitrator or governmental agency or body having jurisdiction over the Purchaser, or any of
its properties or assets, or (D) results or will result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Purchaser, which conflicts,
breaches, violations, defaults or liens, in the case of clauses (B) or (D),
would, individually or in the aggregate, have a Purchaser Material Adverse Effect.




     (c) Investment. The Purchaser is acquiring the Units for its own account, and not as a
nominee or agent, and with no present intention of distributing the Units or any part thereof,
and that the Purchaser has no present intention of selling or otherwise distributing the same
in any transaction in violation of the securities Laws of the United States of America or any
state, without prejudice, however, subject to such Purchaser’s right at all times to sell or
otherwise dispose of all or any part of the Units under a registration statement under the
Securities Act and applicable state securities Laws or under an exemption from such
registration available thereunder (including, without limitation, if available, Rule 144
promulgated thereunder). If the Purchaser should in the future decide to dispose of any of
the Units, the Purchaser understands and agrees (a) that it may do so only (i) in compliance
with the Securities Act and applicable state securities law, as then in effect, or pursuant to
an exemption therefrom (including Rule 144 under the Securities Act) or (ii) in the manner
contemplated by any registration statement pursuant to which such securities are being
offered, and (b) that stop-transfer instructions to that effect will be in effect with respect
to such securities.




     (d) Nature of Purchaser. The Purchaser represents and warrants to, and covenants and
agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of
Rule 501(a) of Regulation D as promulgated by the Commission pursuant to the Securities Act
and (b) by reason of its business and financial experience it has such knowledge,
sophistication and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the prospective investment in the Units, is able to bear
the economic risk of such investment and, at the present time, would be able to afford a
complete loss of such investment.




     (e) Restricted Securities. The Purchaser understands that the Units it is purchasing are
characterized as “restricted securities” under the federal securities Laws inasmuch as they
are being acquired from the Partnership by an affiliate of the issuer and that under such Laws
and applicable regulations such securities may be resold without registration under the
Securities Act only in certain limited circumstances. The Purchaser further understands that
the Units it is purchasing may be characterized as “control securities” subject to similar
restrictions insofar as the Purchaser is or remains an “affiliate” of the Partnership. In
this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 of
the Commission promulgated under the Securities Act.




     (f) Legend. Notwithstanding any registration of the sale of the Units to the Purchaser,
due to the affiliate status of the Purchaser, it is understood that any certificates
evidencing the Units will bear the following legend:




“These common units have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of any state
or other jurisdiction. These securities may not be sold or offered for sale
except pursuant to an effective registration statement under the Securities
Act or pursuant to an exemption from registration thereunder, in each case
in accordance with all
applicable securities laws of the states or other jurisdictions, and in the
case of a



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transaction exempt from registration, such securities may only be
transferred if the transfer agent for the common units has received
documentation satisfactory to it that such transaction does not require
registration under the Securities Act.”




     In addition, any Units held in book entry form will be designated as restricted based on
the foregoing legend.




     3. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Partnership agrees to sell to the Purchaser,
and the Purchaser hereby agrees to purchase from the Partnership, at a purchase price of $12.04 per
common unit, the Units.




     4. Delivery and Payment. Delivery of and payment for the Units shall be made at 10:00
a.m., Houston, Texas time, on December 8, 2008 or at such time on such later date not more than
three Business Days after the foregoing date as the Purchaser shall designate, which date and time
may be postponed by agreement between the Purchaser and the Partnership (such date and time of
delivery and payment for the Units being herein called the “Closing Date”). Delivery of the
Units shall be made to the Purchaser against payment by the Purchaser of the purchase price thereof
to or upon the order of the Partnership by wire transfer payable in same-day funds to an account
specified by the Partnership.




     5. Conditions to Closing. 



     (a) The obligations of each of the DEP Parties and of the Purchaser hereunder to issue and
sell, and to purchase, the Units on the closing date shall be subject to no order having been
entered and remaining in effect in any action or proceeding before any federal, foreign, state or
provincial court or governmental agency or other federal, foreign, state or provincial regulatory
or administrative agency or commission that would prevent or make illegal the consummation of the
transactions contemplated herein.



     (b) The obligations of the Purchaser to purchase the Units shall be subject to the accuracy
of the representations and warranties on the part of the DEP Parties contained herein as of the
Execution Time and the Closing Date, to the performance by the DEP Parties of their obligations
hereunder and to the following additional conditions:





     (i) All partnership and limited liability company proceedings and other legal matters
incident to the authorization, form and validity of this Agreement, the Units and all other
legal matters relating to this Agreement and the transactions contemplated hereby shall be
reasonably satisfactory in all material respects to representatives of the Purchaser, and the
Partnership shall have furnished to such representatives all documents and information that
they may reasonably request to enable them to pass upon such matters.




     (ii) The NYSE shall have approved the Units for listing, subject only to official notice
of issuance.




     (c) The obligations of the Partnership to sell the Units shall be subject to the accuracy of
the representations and warranties on the part of the Purchaser contained herein as of the
Execution Time and the Closing Date, and to the performance by the Purchaser of its obligations
hereunder.



     (d) If any of the conditions specified in this Section 5 shall not have been
fulfilled when and as provided in this Agreement, this Agreement and all obligations of the
Purchaser hereunder may be canceled at, or at any time prior to, the Closing Date by (i) any of the
DEP Parties or the Purchaser if pursuant to the conditions specified in Section 5(a), (ii) the
Purchaser if pursuant to the conditions specified in Section 5(b) or (iii) the Partnership if
pursuant to the conditions specified in Section 5(c). Notice of such cancellation shall be given
to the other parties in writing according to the provisions of this Agreement.




     6. Expenses. The parties agree that the Partnership shall have no obligation to
reimburse the Purchaser for any costs or expenses associated with the transactions contemplated by
this Agreement.



     7. Notices. All communications hereunder will be in writing and effective only upon
receipt, and, if sent to the Purchaser, will be mailed, delivered, telefaxed or sent by electronic
mail to Enterprise Products Partners L.P.,
1100 Louisiana Street, 10th Floor, Houston, Texas 77002, Attention: Chief Legal
Officer (Fax No.: (713) 381-6570);



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or, if sent to the DEP Parties, will be mailed, delivered, faxed
or sent by electronic mail to DEP Holdings, LLC, 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002, Attention: General Counsel (Fax No.: (713) 381-6950); email address:
shildebrandt@epco.com).




     8. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors, employees and agents,
and no other person will have any right or obligation hereunder.




     9. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF
TEXAS.




     10. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
Agreement.




     11. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.




     12. Definitions. The terms which follow, when used in this Agreement, shall have the
meanings indicated.





     “Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




     “Business Day” shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated
by law to close in Houston, Texas.




     “Commission” shall mean the Securities and Exchange Commission.




     “Execution Time” shall mean the date and time that this Agreement is executed and
delivered by the parties hereto.



[Signature Pages to Follow]




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     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Partnership and the Purchaser.



Very truly yours,




the “Partnership”




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	 	 






Signature Page to Unit Purchase Agreement of

Duncan Energy Partners L.P.




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The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.



“Purchaser”




	 	 	 	 	 	 	 
	ENTERPRISE PRODUCTS OPERATING LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	Enterprise Products OLPGP, Inc., its sole manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Michael A. Creel	 	 
	 

	 	 	 	 

Michael A. Creel
	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 






Signature Page to Unit Purchase Agreement of

Duncan Energy Partners L.P.





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