exv10w1






Exhibit 10.1




LIMITED WAIVER AGREEMENT




     THIS LIMITED WAIVER AGREEMENT, hereinafter referred to as this “Waiver”, dated as of June 30,
2011, is made and entered into by and among Duncan Energy Partners L.P., a Delaware limited
partnership (the “Borrower”), the Lenders party hereto and Wells Fargo Bank, National
Association, successor-in-interest to Wachovia Bank, National Association, as Administrative Agent
under that certain Term Loan Agreement (as amended, the “Term Loan Agreement”) dated as of
April 18, 2008, among the Borrower, Wells Fargo Bank, National Association, as Administrative
Agent, and the Lenders party thereto.



     WHEREAS, the Borrower projects its Leverage Ratio to slightly exceed 5.00 to 1.00 in the
second and third fiscal quarters of 2011 and has requested the Administrative Agent and Lenders
waive the covenant set forth in Section 6.07(b) of the Term Loan Agreement with respect thereto for
fiscal quarters ending June 30, 2011 and September 30, 2011, and the Administrative Agent and the
Lenders party hereto are willing to do so.



     NOW, THEREFORE, subject to the conditions and limitations set forth herein, and in
consideration of the premises and the mutual agreements herein set forth, and for other good and
valuable consideration, the Borrower, the Administrative Agent and the Lenders party hereto do
hereby agree as follows:




	 	 	The requirement of Section 6.07(b) of the Term Loan Agreement is hereby waived for fiscal
quarters ending June 30, 2011 and September 30, 2011. PROVIDED, for purposes of subsection
(a) of the definition of “Applicable Rate” set forth in Section 1.01 of the Term Loan
Agreement, commencing July 1, 2011, the Leverage Ratio shall be deemed to be greater than
5.00 to 1.00 until but not including the first Business Day immediately following the date a
compliance certificate is delivered pursuant to Section 5.01(d) certifying that the Leverage
Ratio is less than or equal to 5.00 to 1.00





     Borrower hereby represents and warrants to Administrative Agent and Lenders that there exists
no Default or Event of Default after giving effect to the waiver set forth herein, and all
representations and warranties contained herein, in the Term Loan Agreement or otherwise made in
writing by Borrower in connection herewith or therewith were true and correct in all material
respects when made, and are true and correct in all material respects at and as of the date hereof,
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.



     Except as expressly waived or agreed herein, all covenants, obligations and agreements of
Borrower contained in the Term Loan Agreement shall remain in full force and effect in accordance
with their terms. Without limitation of the foregoing, the consents and agreements set forth
herein are limited precisely to the extent set forth herein and shall not be deemed to (a) be a
consent or agreement to, or waiver or modification of, any other term or condition of the Term Loan
Agreement or any of the documents referred to therein, or (b) except as expressly set forth herein,
prejudice any right or rights which Administrative Agent or any Lender may now have or may have in
the future under or in connection with the Term Loan Agreement or any of the documents referred to
therein. Except as expressly modified hereby, the terms and provisions of the Term Loan Agreement
and any other documents or instruments executed in connection with any of the foregoing, are and
hall remain in full force and effect in accordance with their terms, and the same are hereby ratified and
confirmed by Borrower in all respects.



 









 





     Borrower agrees to reimburse and save Administrative Agent harmless from and against
liabilities for the payment of all out-of-pocket costs and expenses arising in connection with the
preparation, execution, delivery, amendment, modification, waiver and enforcement of, or the
preservation of any rights under, this Limited Waiver, including, without limitation, the
reasonable fees and expenses of legal counsel to Administrative Agent which may be payable in
respect of, or in respect of any modification of, this Limited Waiver.



     This Limited Waiver, and the rights and obligations of the parties hereunder, shall be
construed in accordance with and be governed by the laws of the State of New York.



     This Limited Waiver, and the documents referred to herein, represent the entire understanding
of the parties hereto regarding the subject matter hereof and supersede all prior and
contemporaneous oral and written agreements of the parties hereto with respect to the subject
matter hereof.



     This Limited Waiver may be separately executed in counterparts and by the different parties
hereto in separate counterparts, each of which when so executed shall be deemed to constitute one
and the same agreement.



     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be signed by their
respective duly authorized officers, effective as of the date first set forth herein.



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ Mark Oberreuter
 	 
	 	 	Name:  	Mark Oberreuter 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AGREED TO THIS 30th DAY OF JUNE, 2011:

 	 
	 	Bank of America, N. A.
 	 
	 	Name of Lender 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Joseph Scott
 	 
	 	 	Name:  	Joseph Scott 	 
	 	 	Title:  	Director 	 
	 




 












 





Bank of Nova Scotia

Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ John Frazell
 	 
	 	 	Name:  	John Frazell 	 
	 	 	Title:  	Director 	 
	 



The Bank of Tokyo — Mitsubishi UFJ, Ltd.


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ William S. Rogers
 	 
	 	 	Name:  	William S. Rogers 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Barclays Bank PLC


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ May Huang
 	 
	 	 	Name:  	May Huang 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Citibank, N. A.


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Yasantha Gunaratna
 	 
	 	 	Name:  	Yasantha Gunaratna 	 
	 	 	Title:  	Vice President 	 
	 



DnB NOR Bank ASA


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Evan Uhlick
 	 
	 	 	Name:  	Evan Uhlick 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Giacomo Landi
 	 
	 	 	Name:  	Giacomo Landi 	 
	 	 	Title:  	Senior Vice President 	 
	 



JPMorgan Chase Bank, N. A.


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Kenneth J. Fatur
 	 
	 	 	Name:  	Kenneth J. Fatur 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



Mizuho Corporate Bank, Ltd.


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Leon Mo
 	 
	 	 	Name:  	Leon Mo 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Morgan Stanley Bank, N. A


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Susan Saxe
 	 
	 	 	Name:  	Susan Saxe 	 
	 	 	Title:  	Authorized Signatory 	 
	 



The Royal Bank of Scotland plc


Name of Lender




	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Brian D. Williams
 	 
	 	 	Name:  	Brian D. Williams 	 
	 	 	Title:  	Authorized Signatory 	 
	 



UBS AG, Stamford Branch


Name of Lender




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



	 	 	 	 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director