Enterprise Products Operating L P Sample Contracts

CREDIT AGREEMENT dated as of July 31, 2002 among
Credit Agreement • August 12th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
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FIRST SUPPLEMENTAL INDENTURE Dated as of January 22, 2003
First Supplemental Indenture • January 28th, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 8th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • Texas
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • August 13th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • Delaware
PURCHASE AGREEMENT by and between E-BIRCHTREE, LLC and
Purchase Agreement • August 12th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • Delaware
THIRD AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (364-Day Credit Facility)
Credit Agreement • August 12th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas
AS ISSUER,
Second Supplemental Indenture • March 31st, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
GUARANTY AGREEMENT by
Guaranty Agreement • August 12th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT
Credit Agreement • November 13th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • Nova Scotia
EXECUTION VERSION ENTERPRISE PRODUCTS PARTNERS L.P. 10,400,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
ASSET PURCHASE AND SALE AGREEMENT Dated as of January 31, 2002 By and Among
Asset Purchase Agreement • February 8th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas • Texas
FIRST AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT
Credit Agreement • March 25th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE PRODUCTS PARTNERS L.P.
Third Amended and Restated Agreement of Limited Partnership • August 13th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of January 22, 2003
Registration Rights Agreement • January 28th, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERPRISE PRODUCTS GP, LLC
Limited Liability Company Agreement • March 31st, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas
EXHIBIT 4.10 REGISTRATION RIGHTS AGREEMENT Dated as of February 14, 2003
Registration Rights Agreement • March 31st, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York
AGREEMENT Dated as of March 4, 2005 By and Among ENTERPRISE PRODUCTS PARTNERS L.P., SHELL US GAS & POWER LLC And KAYNE ANDERSON MLP INVESTMENT COMPANY
Registration Rights Agreement • March 4th, 2005 • Enterprise Products Operating L P • Crude petroleum & natural gas • Texas

This Agreement (this “Agreement”) dated as of March 4, 2005 (the “Effective Date”), is by and among Enterprise Products Partners L.P., a Delaware limited partnership (“Enterprise Partners”), Shell US Gas & Power LLC, a Delaware limited liability company (“Shell”), and Kayne Anderson MLP Investment Company, a Maryland corporation (“Kayne Anderson”). Enterprise Partners, Shell and Kayne Anderson are herein sometimes referred to individually as a “Party” and collectively as the “Parties”.

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GULFTERRA ENERGY COMPANY, L.L.C.
Limited Liability Company Agreement • December 27th, 2004 • Enterprise Products Operating L P • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GULFTERRA ENERGY COMPANY, L.L.C. (this “Amendment”), dated as of September 30, 2004, is entered into and effectuated by Enterprise Products GTM, LLC, a Delaware limited liability company (“Enterprise GTM”), as the Sole Member of GulfTerra Energy Company, L.L.C. (the “Company”), pursuant to authority granted to it in Article XIII of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 15, 2003 (the “LLC Agreement”). Capitalized terms used but not defined herein are used as defined in the LLC Agreement.

FIFTH AMENDMENT TO CONVEYANCE OF GAS PROCESSING RIGHTS
Conveyance of Gas Processing Rights • August 13th, 2001 • Enterprise Products Operating L P • Crude petroleum & natural gas • Louisiana
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE PRODUCTS PARTNERS L.P.
Third Amended and Restated Agreement of Limited Partnership • December 17th, 2002 • Enterprise Products Operating L P • Crude petroleum & natural gas

This Amendment No. 2, dated as of December 17, 2002 (this “Amendment”), to the Third Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P. (the “Partnership Agreement”), is entered into by and among Enterprise Products GP, LLC, a Delaware limited liability company, as the General Partner, and the Limited Partners as provided herein. Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Partnership Agreement.

364-DAY REVOLVING CREDIT AGREEMENT dated as of October 30, 2003 among ENTERPRISE PRODUCTS OPERATING L.P. The Lenders Party Hereto WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent BANK ONE, NA as Syndication Agent ROYAL BANK OF CANADA, THE...
364-Day Revolving Credit Agreement • November 13th, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York

364-DAY REVOLVING CREDIT AGREEMENT dated as of October 30, 2003, among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership; the LENDERS party hereto; WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent; BANK ONE, NA, as Syndication Agent; and ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK, as Co-Documentation Agents.

GUARANTY AGREEMENT (364-Day Credit Facility) by ENTERPRISE PRODUCTS PARTNERS L.P. in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of October 30, 2003
Guaranty Agreement • November 13th, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York

THIS GUARANTY AGREEMENT, dated as of October 30, 2003, by ENTERPRISE PRODUCTS PARTNERS L.P., a Delaware limited partnership (the “Guarantor”), is in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) for the several lenders (“Lenders”) that are or become parties to the Credit Agreement defined below.

EXHIBIT 4.3 CREDIT AGREEMENT dated as of November 17, 2000
Credit Agreement • January 25th, 2001 • Enterprise Products Operating L P • Crude petroleum & natural gas
AMENDMENT NO. 1 TO UNITHOLDER RIGHTS AGREEMENT
Unitholder Rights Agreement • September 15th, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas

This Amendment No. 1 dated as of September 12, 2003 (this “Amendment”) to the Unitholder Rights Agreement dated as of September 17, 1999 (the “Agreement”) by and among Shell US Gas & Power LLC, a Delaware Limited Liability Company (“Shell”), Enterprise Products Partners L.P., a Delaware Limited Partnership (“Enterprise Partners”), Enterprise Products Operating L.P., a Delaware Limited Partnership (“Enterprise Operating”), Enterprise Products Company, a Delaware Corporation (“EPCO”), Enterprise Products GP, LLC, a Delaware Limited Liability Company (“Enterprise GP”), and EPC Partners II, Inc., a Delaware Corporation (“EPC II”).

FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (Multi-Year Revolving Credit Facility)
Credit Agreement • November 13th, 2003 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York

THIS FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of the 30th day of October, 2003, effective as of September 30, 2003 (the “Fourth Amendment Effective Date”), among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“Borrower”); WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) that is a signatory or which becomes a signatory to the hereinafter defined Credit Agreement; and the Lenders party hereto.

ENTERPRISE PRODUCTS PARTNERS L.P. _________ Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2005 • Enterprise Products Operating L P • Crude petroleum & natural gas • New York

Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Units, the undersigned will be released from his obligations under this Lock-Up Letter Agreement.

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