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Pipeline Lease Agreement

This is an actual contract by Duncan Energy Partners L.P..

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Sectors: Utilities
Governing Law: Texas, View Texas State Laws
Effective Date: December 15, 2006
Related Agreement Types:
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Exhibit 10.11 PIPELINE LEASE AGREEMENT THIS PIPELINE LEASE AGREEMENT (" Lease" ) is entered into the 8th day of November, 2006 to be effective November 1, 2006, by and between TE Products Pipeline Company, Limited Partnership, a Delaware limited partnership, hereinafter referred to as " Lessor" , and Enterprise GC, L.P., a Delaware limited partnership, hereinafter referred to as " Lessee" . Lessor and Lessee may be referred to singularly as " Party" or collectively as " Parties" . WHEREAS, Lessor is the owner of a certain pipeline known as the P-8 Pipeline, located in Harris County, Texas, and related valves and equipment (" Pipeline" ), as well as rights-of-way, easements, licenses, permits and/or surface sites attributable to the Pipeline (referred to as the " Rights-of-Way" ), all as described in Exhibit " A" attached hereto and made a part hereof (collectively, the " Property" ); and WHEREAS, Lessor desires to lease to Lessee and Lessee desires to lease from Lessor approximately 11.6 miles of the Property upon the terms set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the sufficiency of which are hereby acknowledged, the Parties hereto do mutually covenant and agree as follows: 1. Property Leased . Lessor leases to Lessee, and Lessee leases from Lessor, the Property, and Lessor grants to Lessee for the term of this Lease, the non-exclusive right to use the Rights-of-Way associated with the Property, subject to any approvals required pursuant to Section 4b. 2. Term of Lease . The term of this Lease shall commence the later of the date that Lessor no longer requires the lines for its use and Lessee is ready to use the lines for its purposes, which is projected to be December 15, 2006 (" Effective Date" ), and continue for a period of nine (9) months from the Effective Date (" Primary Term" ) and month to month thereafter until either Party gives the other Party at least sixty (60) days prior written notice of termination. 3. Consideration for Lease . In consideration for the Lease of the Property, Lessee agrees to pay Lessor a pipeline lease fee of $9,000 per month, payable by the 10 th day of each month (or if not a business day then on the next business day following the 10th) during the term of the Pipeline Lease Agreement.

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4. Ownership of Property . a. Lessee shall have no right or interest in the Property except as expressly set forth in this Lease. Warranties made by the seller or manufacturer of any of the Property shall be assigned, for the term of this Lease, by Lessor to Lessee. b. It is understood that Lessor does not own the majority of the land on which the Pipeline is located in fee, and that Lessor' s rights in the Rights-of-Way may be subject to conditions imposed by the fee owner of the land on which the Pipeline is located. Such conditions may include, but are not limited to, obtaining consent of the landowner of lease of the Property (the " Consents" ). Lease of the Property to Lessee is contingent on Lessor successfully obtaining all Consents, and this Lease is subject to all conditions set forth in the Rights-of-Way documents. c. To the extent the Parties consummate the transactions contemplated hereby prior to obtaining a Consent required in connection with the lease of any Property (a " Non-Leased Asset" ), such Non-Leased Asset shall be deemed to be held by Lessor at all times in accordance with this Section 4(c). Lessor shall provide Lessee with the economic benefits and risks associated with leasing the Non-Leased Asset, (b) Lessor shall continue to use commercially reasonable efforts to obtain the Consent(s) related to such Non-Leased Asset, and (c) upon Lessee' s request, Lessor shall enforce, at Lessee' s sole cost and expense, any and all rights of Lessor against third parties with respect to such Non-Leased Asset. Lessee shall indemnify and hold harmless Lessor from and against any damage, loss or liability that Lessor may suffer resulting from, arising out of, relating to, or caused by, Lessee' s performance, breach or default under, operation of, or conditions existing, arising or occurring with respect to, any Non-Leased Asset. Upon receipt of the Consent related to a Non-Leased Asset, the assignment of such Non-Leased Asset shall automatically become effective without the need for any further action on the part of the Parties. 5. Use, Care, Operation and Maintenance of Property . a. Lessee shall use the Pipeline for transporting natural gas liquids (" NGLs" ) that are of a quality customarily accepted in its NGL pipeline business. Lessee shall operate the Pipeline in accordance with customary and then current good operating practices in the NGL pipeline industry. b. Lessee shall comply with all laws, rules, orders and regulations prescribed by any governmental authority having jurisdiction over the Property, and Lessee agrees to indemnify Lessor for any violation of any such law, rule, order or regulation

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pursuant to the terms of Section 9. In addition, Lessee will maintain all required plans, procedures and records to ensure compliance with all applicable laws, rules, orders and regulations. Lessor shall have the right, but not the obligation, to review all plans, records and other documentation required to be kept by Lessee to (i) maintain compliance with any federal, state and local laws, regulations and orders, or (ii) maintain compliance with Lessee' s obligations hereunder. c. During the term hereof, Lessee shall operate and maintain the Property at its sole cost, except that Lessor shall be responsible for maintaining Rights-of-Way. During the term hereof, Lessee shall also perform, or cause to be performed, at its sole risk, cost and expense, any and all maintenance and repair necessary, in Lessee' s reasonable judgment, to keep the Property in safe operating order and in compliance with all applicable laws and regulations of any local, state or federal agencies having jurisdiction thereof. Maintenance and repair costs shall be subject to the limits contained in Section 14. e. Lessee shall bear the full cost of making the Property operational to fit Lessee' s needs. f. Lessee will perform at its expense any necessary aerial patrol of the Rights-of-Way associated with the Property. g. Lessee will respond to all one-call notifications and all notices of odor, leaks or possible failures of the Pipeline. Lessee will immediately notify Lessor of any reported leak or failure (" Failure" ). In addition, Lessee shall make all required notifications to the appropriate federal, state or local governmental bodies or agencies of any Failures. Lessor shall have the right, but not the obligation, to respond in cooperation with Lessee to any reported or suspected Failure with Lessor' s personnel and clean-up contractors. Lessee shall be responsible for and shall direct and control any clean-up and repair of the Pipeline following any Failure; provided, however, Lessor may respond to any Failure without Lessee' s direction and control but at Lessee' s cost if Lessor determines, in its good faith discretion, that Lessee is not properly responding to such Failure. 6. Alterations to the Property
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