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:
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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
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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,
obligati
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