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Limited Waiver Agreement

Waiver Agreement

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 This Waiver Agreement involves

DUNCAN ENERGY PARTNERS L.P. | Bank of America, N. A. | Bank of Nova Scotia | Citibank, NA, DnB NOR Bank | Credit Suisse AG | DEP HOLDINGS, LLC | Deutsche Bank AG | Duncan Energy Partners LP | JPMorgan Chase Bank | Mizuho Corporate Bank, Ltd | Morgan Stanley Bank | Royal Bank of Scotland PLC | Scotia Capital, Barclays Bank PLC | Scotiabanc Inc | UBS AG | Wells Fargo Bank, National Association

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Governing Law: New York     Date: 7/6/2011
Industry: Natural Gas Utilities     Sector: Utilities

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Exhibit 10.2


     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, as Administrative Agent under that certain Revolving Credit and Term Loan Agreement (the “ Credit Agreement ”) dated as of October 25, 2010, among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, the Issuing Banks party thereto, Citibank, N.A., DnB NOR Bank ASA and The Royal Bank of Scotland PLC, as Co-Syndication Agents, and Scotia Capital, Barclays Bank PLC and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents.

     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 Credit 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 Credit 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 Credit 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 Credit 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 Credit 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 Credit 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

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