CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.9

CONTRIBUTION, CONVEYANCE AND
ASSUMPTION AGREEMENT

BY AND AMONG

ENTERPRISE PRODUCTS OPERATING L.P.
ENTERPRISE PRODUCTS OLPGP, INC.
ENTERPRISE PRODUCTS TEXAS OPERATING, L.P.

AND

MONT BELVIEU CAVERNS, LLC

TABLE OF CONTENTS

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of January 23, 2007 (this “ Agreement ”), is entered into by and among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“ EPOLP ” ), ENTERPRISE PRODUCTS OLPGP, INC., a Delaware corporation (“ EPOLPGP ”), ENTERPRISE PRODUCTS TEXAS OPERATING L.P., a Delaware limited partnership (“ EP Texas ”), and MONT BELVIEU CAVERNS, LLC, a Delaware limited liability company (“ MBLLC ”). The foregoing shall be referred to individually as a “ Party ” and collectively as the “ Parties. ” Certain capitalized terms used are defined in ARTICLE I hereof.

RECITALS

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

ARTICLE I
DEFINITIONS; RECORDATION

     1.1 Definitions . The following capitalized terms have the meanings given below.

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

     “ Delaware LLC Act ” has the meaning assigned to such term in the second recital of this Agreement.

     “ Delaware LP Act ” has the meaning assigned to such term in the first recital of this Agreement.

     “ Effective Date ” means February 1, 2007.

     “ Effective Time ” means the time when the transactions contemplated by Article II hereof have been consummated.

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

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

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

     “ Excluded Assets ” has the meaning assigned to such term in Section 2.5 .

     “ Excluded Liabilities ” has the meaning assigned to such term in Section 3.2 .

     “ 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.

     “ Mont Belvieu Asset Liabilities ” shall mean all liabilities and obligations relating to the Mont Belvieu Assets. The Mont Belvieu Asset Liabilities shall not include the Excluded Liabilities.

     “ Mont Belvieu Assets ” means the Mont Belvieu East/West Assets and the Mont Belvieu North Assets, collectively.

     “ Mont Belvieu East/West Assets ” has the meaning assigned to such term in Section 2.1 .

     “ Mont Belvieu East/West Liabilities ” shall mean all liabilities and obligations relating to the Mont Belvieu East/West Assets.

     “ Mont Belvieu North Assets ” has the meaning assigned to such term in Section 2.3 .

     “ Mont Belvieu North Liabilities ” shall mean all liabilities and obligations relating to the Mont Belvieu North Assets.

     “ MBLLC ” 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.

     “ Registration Statement ” means the registration statement on Form S-1 (File No. 333-138371) filed by Duncan Energy Partners L.P.

     “ Restriction ” has the meaning assigned to such term in Section 7.2.

     “ Restriction Asset ” has the meaning assigned to such term in Section 7.2.

     “ Specific Conveyances ” has the meaning assigned to such term in Section 2.4.

     1.2 Schedules . The following schedules are attached hereto:

          (a) Schedule 2.1 — List of Mont Belvieu East/West Assets

          (b) Schedule 2.3 – List of Mont Belvieu North Assets

          (c) Schedule 2.5 — List of Excluded Assets

ARTICLE II
THE CONVEYANCE

     2.1 Contribution and Conveyance of the Mont Belvieu Assets by EP Texas to MBLLC . EP Texas hereby grants, contributes, transfers, assigns and conveys to MBLLC, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to all of the assets described on Schedule 2.1 (the “ Mont Belvieu East/West Assets ”), and MBLLC hereby accepts the Mont Belvieu East/West Assets, as a contribution to the capital of MBLLC, in exchange for membership interests in MBLLC with a resulting Sharing Ratio after giving effect to the contribution of each of the Mont Belvieu East/West Assets and the Mont Belvieu North Assets (as defined below) of 63.478%, subject to all matters to be contained in the instruments of conveyance covering the Mont Belvieu East/West Assets to evidence such contribution and conveyance, if any. The Mont Belvieu East/West Assets shall not include the Excluded Assets.

     TO HAVE AND TO HOLD the Mont Belvieu East/West Assets unto MBLLC, 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, and in such instruments of conveyance, forever.

     2.2 Distribution of MBLLC Interests . EP Texas hereby distributes, transfers and assigns all of its right, title and interest in and to its MBLLC membership interests received by it pursuant to Section 2.1 one percent (1%) to EPOLPGP and ninety nine percent (99%) to EPOLP,

respectively, and EPOLPGP and EPOLP each accept such membership interest distributed by EP Texas.

     TO HAVE TO HOLD, said membership interest in MBLP unto each of EPOLPGP and EPOLP, respectively, their 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.

     2.3 EPOLP Contribution of Mont Belvieu North Assets to MBLLC . EPOLP hereby grants, contributes, transfers, assigns and conveys to MBLLC, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to all of the assets described on Schedule 2.3 (the “ Mont Belvieu North Assets ”) and MBLLC hereby accepts the Mont Belvieu North Assets as a contribution to the capital of MBLLC, in exchange for a continuation of its membership interest held by EPOLP, subject to adjustment of its resulting Sharing Ratio after giving effect to the contribution of each of the Mont Belvieu East/West Assets and the Mont Belvieu North Assets and to all matters to be contained in the instruments of conveyance covering the Mont Belvieu North Assets to evidence such contribution and conveyance, if any. The Mont Belvieu North Assets shall not include the Excluded Assets.

     To HAVE TO HOLD, the Mont Belvieu North Assets unto MBLLC, 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, and in such instruments of conveyance, forever.

     2.4 Specific Conveyances. To further evidence the contributions of the Mont Belvieu Assets reflected in this Agreement, EP Texas and EPOLP may have executed and delivered to MBLLC certain conveyance, assignment and bill of sale instruments (the “ Specific Conveyances ”). The Specific Conveyances shall evidence and perfect such contribution and conveyance made by this Agreement and shall not constitute a second conveyance of any assets or interests therein and shall be subject to the terms of this Agreement. In addition, MBLLC and EPOLP hereby agree to execute an amendment to the limited liability company agreement of MBLLC or such other agreements as necessary to evidence the issuance of the MBLLC membership interest to EP Texas as consideration for the contributions made pursuant to Section 2.1 and the distribution of such membership interests pursuant to Section 2.2 . Each of the parties hereto agree that as a result of such transactions, EPOLP will hold a membership interest in MBLLC with a Sharing Ratio of 99.365% and EPOLPGP will hold a membership interest in MBLLC with a Sharing Ratio of 0.635%.

     2.5 Excluded Assets . Notwithstanding anything contained in Article II to the contrary, neither EP Texas nor EPOLP shall grant, contribute, transfer, assign or convey to MBLLC (or cause to be granted, contributed, transferred, assigned or conveyed), and MBLLC shall neither assume, purchase nor acquire from EP Texas or EPOLP any of the assets described on Schedule 2.5 (collectively, the “ Excluded Assets ”).

ARTICLE III
ASSUMPTION OF CERTAIN LIABILITIES

     3.1 Assumption of Mont Belvieu Asset Liabilities by MBLLC . In connection with the respective contributions by EP Texas and EPOLP of the Mont Belvieu Assets to MBLLC, as set forth in Sections 2.1 and 2.3 above, MBLLC hereby assumes and agrees to duly and timely pay, perform and discharge all of the Mont Belvieu Asset Liabilities, to the full extent that EP Texas or EPOLP, respectively, has been heretofore or would have been in the future obligated to pay, perform and discharge the Mont Belvieu Asset Liabilities were it not for such contributions and the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Mont Belvieu Asset Liabilities shall not (a) increase the obligation of MBLLC with respect to the Mont Belvieu Asset Liabilities beyond that of EP Texas or EPOLP, respectively, (b) waive any valid defense that was available to EP Texas or EPOLP, respectively, with respect to the Mont Belvieu Asset Liabilities or (c) enlarge any rights or remedies of any third party under any of the Mont Belvieu Asset Liabilities.

     3.2 General Provisions Relating to Assumption of Liabilities .

          (a) Notwithstanding any other provisions of this Agreement to the contrary, EP Texas, EPOLP and MBLLC agree that MBLLC shall not be obligated to, and shall not, assume any liabilities or obligations related to the Excluded Assets (collectively, the “ Excluded Liabilities ”).

          (b) Notwithstanding anything to the contrary contained in this Agreement including, without limitation, the terms and provisions of this ARTICLE III , MBLLC shall not be deemed to have assumed, and the Mont Belvieu Assets have not been or are not being contributed subject to, any liens or security interests securing consensual indebtedness covering any of the Mont Belvieu Assets, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this ARTICLE III .

ARTICLE IV
TITLE MATTERS

     4.1 Encumbrances.

          (a) Except to the extent provided in Section 3.2 or any other document executed in connection with this Agreement, the contribution and conveyance (by operation of Law or otherwise) of the Mont Belvieu Assets as reflected in this Agreement are made expressly subject to all recorded encumbrances, agreements, defects, restrictions, and adverse claims covering the Mont Belvieu Assets and all Laws, rules, regulations, ordinances, judgments and orders of governmental authorities or tribunals having or asserting jurisdiction over the Mont Belvieu Assets and operations conducted thereon or therewith, in each case to the extent the same are valid and enforceable and affect the Mont Belvieu Assets, including, without limitation, (i) all matters that a current on the ground survey, title insurance commitment or policy, or visual inspection of the Mont Belvieu Assets would reflect, (ii) the applicable liabilities assumed in Article III , and (iii) all matters contained in the Specific Conveyances.

          (b) To the extent that certain jurisdictions in which the Mont Belvieu Assets are located may require that documents be recorded in order to evidence the transfers of title reflected in this Agreement, then the provisions set forth in Section 4.1(a) immediately above shall also be applicable to the conveyances under such documents.

     4.2 Disclaimer of Warranties; Subrogation; Waiver.

          (a) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE MONT BELVIEU ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE MONT BELVIEU ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE MONT BELVIEU ASSETS, (B) THE INCOME TO BE DERIVED FROM THE MONT BELVIEU ASSETS, (C)