FOURTH AMENDMENT TO THE AMENDED
AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
DUNCAN ENERGY PARTNERS L.P.
This Fourth
Amendment (this “ Amendment ”) to the Amended
and Restated Agreement of Limited Partnership of Duncan Energy
Partners L.P., a Delaware limited partnership (the “
Partnership ”), dated effective as of February 5,
2007 (as amended on the date hereof, the “ Partnership
Agreement ”) is hereby adopted effective as of
June 15, 2009, by DEP Holdings, LLC, a Delaware limited
liability company (the “ General Partner ”), as
general partner of the Partnership. Capitalized terms used but not
defined herein are used as defined in the Partnership
Agreement.
WHEREAS,
Section 13.1(d) of the Partnership Agreement provides that the
General Partner, without the approval of any Partner, may amend any
provision of the Partnership Agreement that the General Partner
determines does not adversely affect the Limited Partners
(including any particular class of Partnership Interests as
compared to other classes of Partnership Interests) in any material
respect;
WHEREAS, the
Partnership desires to clarify certain definitions used in
agreements with third parties that incorporate by reference
definitions in the Partnership Agreement not previously included
herein;
WHEREAS, the
General Partner has determined that the following Amendment does
not adversely affect the Limited Partners (including any particular
class of Partnership Interests as compared to other classes of
Partnership Interests) in any material respect;
NOW, THEREFORE,
the General Partner does hereby amend the Partnership Agreement as
follows:
Section 1.
Attachment I referenced in Section 1 of the Partnership
Agreement is hereby amended to add the following definitions in
their applicable location in alphabetical order in such
Attachment:
“
Acquisition” means any transaction in which any Group
Member acquires (through an asset acquisition, merger, stock
acquisition or other form of investment) control over all or a
portion of the assets, properties or business of another Person for
the purpose of increasing the operating capacity or revenues of the
Partnership Group from the operating capacity or revenues of the
Partnership Group existing immediately prior to such
transaction.
“ Capital
Improvement ” means any (a) addition or improvement
to the capital assets owned by any Group Member or
(b) acquisition of existing, or the construction of new,
capital assets, in each case made to increase the operating
capacity or revenues of the Partnership Group from the operating
capacity or revenues of the Partnership Group existing immediately
prior to such addition, improvement, acquisition or
construction.
