exv10w8




Exhibit 10.8




FIRST AMENDMENT TO TERM LOAN AGREEMENT




     THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”) is made and
entered into as of July 11, 2008 (the “First Amendment Effective Date”), among DUNCAN
ENERGY PARTNERS, L.P., a Delaware limited partnership (“Borrower”); WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for
each of the lenders (the “Lenders”) that is a signatory or which becomes a signatory to the
hereinafter defined Loan Agreement; and the Lenders party hereto.



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 (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 First Amendment, the terms “Administrative
Agent”, “Borrower”, “Loan Agreement”, “Lenders”, “First Amendment” and “First 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 and supplemented by this First Amendment and as the same may
from time to time be further amended or supplemented.



     (b) The reference to “July 18, 2008” in the term “Effective Date”, as defined in Section 1.01
of the Loan Agreement, is hereby amended to refer instead to “January 30, 2009”.



     (c) The term “Maturity Date”, as defined in Section 1.01 of the Loan Agreement, is hereby
amended in its entirety to read as follows:



          “Maturity Date” means the third anniversary of the Effective Date.



1









 





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




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




     “First Amendment Effective Date” means July 11, 2008.



     2.3 Effective Date. The references to “July 18, 2008” contained in Section 2.09(a),
the last paragraph of Section 4.01, and Section 9.02(b) of the Loan Agreement are hereby amended to
refer instead to “January 30, 2009”.



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



     (a) The Administrative Agent shall have received a copy of this First Amendment, duly
completed and executed by the Borrower and Lenders holding at least seventy-five percent (75%) of
the total Commitments as required pursuant to the proviso set forth in Section 9.02(b)(i) of the
Loan Agreement.



     (b) The Administrative Agent shall have received a certificate, dated the First Amendment
Effective Date and signed by the President, an Executive Vice President or a Financial Officer of
the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.02 of the Loan Agreement and Section 2.4(d) hereof.



     (c) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the First Amendment Effective Date, including, to the extent invoiced five (5) Business
Days prior to such date, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder.



     (d) As of the First Amendment Effective Date, no Material Adverse Change (and no material
adverse change, from that in effect on December 31, 2007, in the financial condition or results of
operation of the assets to be acquired pursuant to the Acquisition taken as a whole) exists.



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



     2.5 Effectiveness. Subject to the satisfaction of the conditions precedent set forth
in Section 2.4 hereof, this First 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, or any condition or act which constitutes, or
with notice or lapse of time or both would constitute, an Event of Default under the Loan
Agreement, as hereby amended and supplemented;



2









 





     (b) the Borrower has performed and complied with all covenants, agreements and conditions
contained in the Loan Agreement, as hereby amended and supplemented, 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 and supplemented, 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 First
Amendment, except 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.



     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 First 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 First 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 and supplemented by this First Amendment.



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



     THIS FIRST 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 First 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]




3









 








EXECUTED as of First Amendment Effective Date.




	 	 	 	 	 
	 	BORROWER:



DUNCAN ENERGY PARTNERS, L.P.

By: DEP Holdings, LLC, General Partner

 	 
	 	By  	/s/ W. Randall Fowler 	 
	 	 	Name:  	 W. Randall Fowler	 
	 	 	Title:  	 Executive Vice President and CFO	 
	 


DEP Term
Loan First Amendment



S-1









 





	 	 	 	 	 
	 	WACHOVIA BANK, N.A.,

Individually and as Administrative Agent

 	 
	 	By  	/s/ Shannan Townsend 	 
	 	 	Name:  	 Shannan Townsend	 
	 	 	Title:  	 Director	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


DEP Term
Loan First Amendment



S-2









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK,

Individually and as Co-Syndication Agent

 	 
	 	By  	/s/ David Simpson 	 
	 	 	Name:  	 David Simpson	 
	 	 	Title:  	 Vice President	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


DEP Term
Loan First Amendment



S-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

Individually and as Co-Syndication Agent

 	 
	 	By  	/s/ D. Mills 	 
	 	 	Name:  	 D. Mills 	 
	 	 	Title:  	 Director	 
	 



 DEP Term
Loan First Amendment



S-4









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.,

Individually and as Co-Documentation Agent

 	 
	 	By  	/s/ Leon Mo 	 
	 	 	Name:  	 Leon Mo	 
	 	 	Title:  	 Senior Vice President	 
	 


DEP Term
Loan First Amendment




S-5









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc,

Individually and as Co-Documentation Agent

 	 
	 	By  	/s/ Brain Williams 	 
	 	 	Name:  	 Brain Williams	 
	 	 	Title:  	 Vice President	 
	 



DEP Term
Loan First Amendment



S-6









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

a Lender

 	 
	 	By  	/s/ Gabe Gomez 	 
	 	 	Name:  	 Gabe Gomez	 
	 	 	Title:  	 Vice President	 
	 


DEP Term
Loan First Amendment




S-7









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, a Lender

 	 
	 	By  	/s/ Nicholas A. Bell 	 
	 	 	Name:  	 Nicholas A. Bell	 
	 	 	Title:  	 Director	 
	 



DEP Term
Loan First Amendment



S-8









 





	 	 	 	 	 
	 	BNP PARIBAS, a Lender

 	 
	 	By  	/s/ Betsy Jocher 	 
	 	 	Name:  	 Betsy Jocher	 
	 	 	Title:  	 Director	 
	 
	 	 	 
	 	By  	
/s/ Greg Smothers 	 
	 	 	Name:  	 Greg Smothers	 
	 	 	Title:  	 Director	 
	 



DEP Term
Loan First Amendment



S-9









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI

UFJ, LTD., a Lender

 	 
	 	By  	/s/ Linda Terry 	 
	 	 	Name:  	 Linda Terry	 
	 	 	Title:  	 Vice President & Manager	 
	 


DEP Term
Loan First Amendment




S-10









 





	 	 	 	 	 
	 	CITIBANK, N.A., a Lender

 	 
	 	By  	/s/ Todd Mogil 	 
	 	 	Name:  	 Todd Mogil	 
	 	 	Title:  	 Vice President	 
	 



DEP Term
Loan First Amendment



S-11









 





	 	 	 	 	 
	 	DNB NOR BANK ASA, a Lender

 	 
	 	By  	/s/ Philip F. Kurpiewski 	 
	 	 	Name:  	 Philip F. Kurpiewski	 
	 	 	Title:  	 Senior Vice President	 
	 
	 	By  	/s/ Cathleen Buckley 	 
	 	 	Name:  	 Cathleen Buckley	 
	 	 	Title:  	 Vice President	 



DEP Term
Loan First Amendment



S-12









 





	 	 	 	 	 
	 	LEHMAN BROTHERS COMMERCIAL BANK, a Lender

 	 
	 	By  	/s/ Brian Halbeisen 	 
	 	 	Name:  	 Brian Halbeisen	 
	 	 	Title:  	 Credit Officer	 
	 


DEP Term
Loan First Amendment




S-13









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK, a Lender

 	 
	 	By  	/s/ Daniel Twenge 	 
	 	 	Name:  	 Daniel Twenge	 
	 	 	Title:  	 Authorized Signatory	 
	 


DEP Term
Loan First Amendment




S-14









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, a Lender

 	 
	 	By  	/s/ Richard L. Tavrow 	 
	 	 	Name:  	 Richard L. Tavrow	 
	 	 	Title:  	 Director	 
	 
	 	By  	/s/ David B. Julie 	 
	 	 	Name:  	 David B. Julie	 
	 	 	Title:  	 Associate Director	 


DEP Term
Loan First Amendment




S-15









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., a Lender

 	 
	 	By  	/s/ Terence D’Souza 	 
	 	 	Name:  	 Terence D’Souza	 
	 	 	Title:  	 Vice President	 
	 



DEP Term
Loan First Amendment



S-16











 





	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS, a Lender

 	 
	 	By  	/s/ Mark Walton 	 
	 	 	Name:  	 Mark Walton	 
	 	 	Title:  	 Assistant Vice-President	 
	 



DEP Term
Loan First Amendment



S-17











 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., a Lender

 	 
	 	By  	/s/ Dianne L. Russell 	 
	 	 	Name:  	 Dianne L. Russell	 
	 	 	Title:  	 JPMorgan Chase Bank, N.A.	 
	 



DEP Term
Loan First Amendment



S-18