200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 11, 2006 among ENTERPRISE GP HOLDINGS L.P. The Lenders Party Hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent,...Credit Agreement • January 13th, 2006 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of January 11, 2006, among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership; the LENDERS party hereto; CITICORP NORTH AMERICA, INC., as Administrative Agent; LEHMAN COMMERCIAL PAPER INC., as Syndication Agent; CITIBANK, N.A., as Issuing Bank; and THE BANK OF NOVA SCOTIA, SUNTRUST BANK and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents.
AGREEMENT OF LIMITED PARTNERSHIP OF EPE Unit L.P. Dated as of August , 2005Limited Partnership Agreement • August 15th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Agreement of Limited Partnership (this “Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of August , 2005 by and among the Partners (as defined below).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P.Limited Partnership Agreement • November 4th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P. dated effective as of August 29, 2005, is entered into by and among EPE Holdings, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • February 16th, 2006 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EPE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), executed effective as of February 13, 2006 (the “Effective Date”), is adopted, executed and agreed to, by Dan Duncan LLC, a Texas limited liability company, as the sole Member of the Company (“DDLLC”).
AGREEMENT OF LIMITED PARTNERSHIP OF EPE Unit L.P. Dated as of August , 2005Limited Partnership Agreement • August 11th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Agreement of Limited Partnership (this “Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of August , 2005 by and among the Partners (as defined below).
AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT III, L.P. Dated as of May 7, 2007Limited Partnership Agreement • May 10th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Agreement of Limited Partnership (this “Agreement”) of EPE Unit III, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of May 7, 2007 by and among the Partners (as defined below).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of August 29, 2005, is entered into by and among Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE LP”), EPE Holdings, LLC, a Delaware limited liability company (“EPE GP”), Dan Duncan LLC, a Texas limited liability company (“DD LLC”), Duncan Family Interests, Inc., a Delaware corporation (“DFI Inc.”), DFI GP Holdings L.P., a Delaware limited partnership (“DFI Holdings LP”) and DFI Holdings, LLC, a Delaware limited liability company (“DFI Holdings GP”). The parties to this agreement are collectively referred to herein as the “Parties.”
THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (formerly called, EPCO AGREEMENT) by and among EPCO, INC. (formerly known as Enterprise Products Company) ENTERPRISE GP HOLDINGS L.P. EPE HOLDINGS, LLC ENTERPRISE PRODUCTS PARTNERS L.P....Administrative Services Agreement • August 11th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission
THIS THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into this day of August, 2005, but effective as of February 24, 2005 (the “Effective Date”), by and among EPCO, Inc., a Texas corporation, formerly known as Enterprise Products Company, (“EPCO”), Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), EPE Holdings, LLC, a Delaware limited liability company (“EPE GP”), Enterprise Products Partners L.P., a Delaware limited partnership (“EPD”), Enterprise Products Operating L.P., a Delaware limited partnership (“EPD OLP”), Enterprise Products GP, LLC, a Delaware limited liability company (“EPD GP”), Enterprise Products OLPGP, Inc., a Delaware corporation (“EPD OLPGP”), TEPPCO Partners, L.P., a Delaware limited partnership (“TPP”), Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability company (“TPP GP”), TE Products Pipeline Company, Limited Partnership, a Delaware limited partnership (“TE LP”), TEPPCO Midstream
SECOND AMENDED AND RESTATED CREDIT AGREEMENT $200,000,000 Revolving Credit Facility $1,200,000,000 Term Loan $500,000,000 Term Loan dated as of May 1, 2007 among ENTERPRISE GP HOLDINGS L.P. The Lenders Party Hereto, CITICORP NORTH AMERICA, INC., as...Credit Agreement • May 10th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 1, 2007, among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership; the LENDERS party hereto; CITICORP NORTH AMERICA, INC., as Administrative Agent; LEHMAN COMMERCIAL PAPER INC., as Syndication Agent; CITIBANK, N.A., as Issuing Bank; and THE BANK OF NOVA SCOTIA, SUNTRUST BANK and MIZUHO CORPORATE BANK, LTD. as Co-Documentation Agents.
ENTERPRISE GP HOLDINGS L.P. 1,821,428 Units Representing Limited Partner Interests Unit Purchase AgreementUnit Purchase Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
Enterprise GP Holdings L.P., a limited partnership organized under the laws of Delaware (the “Partnership”), proposes to directly sell (the “Offering”) to EPE Unit L.P., a Delaware limited partnership (the “Employee Partnership”), 1,821,428 units (the “Units”), each representing a limited partner interest in the Partnership (“Partnership Units”). Certain terms used herein are defined in Section 11 hereof, and, in addition, other terms used but not defined herein have the meanings assigned to them in the underwriting agreement (the “Underwriting Agreement”), dated as of even date herewith, by and among the Partnership, EPE Holdings, LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner,” and together with the Partnership, the “Enterprise Parties”), and the underwriters named therein (the “Underwriters”), relating to the Partnership’s proposed sale of an aggregate 10,778,572 units (the “Underwritten Units”), each representing a limited par
ENTERPRISE GP HOLDINGS L.P. 10,778,572 Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
PROMISSORY NOTE ENTERPRISE GP HOLDINGS L.P.Promissory Note • August 15th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
FOR VALUE RECEIVED, ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership (the “Borrower”) hereby promises to pay to the order of EPCO, INC., a Texas corporation (together with any subsequent holder of this promissory note, for so long as such person or entity is a holder hereof, “Holder”), the principal sum of US$[160,300,000], together with interest on the outstanding principal balance hereof at the fixed rate of 6.25% per annum (the “Fixed Rate”), on or before May 20, 2020 (the “Maturity Date”).
SECURITIES PURCHASE AGREEMENT by and among Ray C. Davis, an individual person Avatar Holdings, LLC, a Texas limited liability company Avatar Investments, LP, a Texas limited partnership Natural Gas Partners VI, L.P., a Delaware limited partnership Lon...Securities Purchase Agreement • May 10th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of May, 2007, by and among Ray C. Davis, an individual person (“Davis”), Avatar Holdings, L.L.C., a Texas limited liability company (“Avatar LLC”), Avatar Investments, L.P., a Texas limited partnership (“Avatar LP”), Natural Gas Partners VI, L.P., a Delaware limited partnership (“NGP VI”), Lon Kile, an individual person “Kile”), MHT Properties, Ltd., a Texas limited partnership (“MHT Properties”), and P. Brian Smith Holdings LP, a Texas limited partnership (“Smith Holdings” and, together with Davis, Avatar LLC, Avatar LP, NGP VI, Kile and MHT Properties the “Selling Parties”), Enterprise GP Holdings L.P., a Delaware limited partnership (“Buyer”), and LE GP, LLC, a Delaware limited liability company (the “General Partner”).
UNIT PURCHASE AGREEMENT BY AND AMONG ENTERPRISE GP HOLDINGS L.P., EPE HOLDINGS, LLC AND THE PURCHASERSUnit Purchase Agreement • July 18th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
UNIT PURCHASE AGREEMENT, dated effective as of July 13, 2007 (this “Agreement”), by and among Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT $200,000,000 Revolving Credit Facility $125,000,000 Term Loan A $850,000,000 Term Loan A-2 dated as of August 24, 2007 among ENTERPRISE GP HOLDINGS L.P. The Lenders Party Hereto, CITICORP NORTH AMERICA,...Credit Agreement • August 30th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 24, 2007, among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership; the LENDERS party hereto; CITICORP NORTH AMERICA, INC., as Administrative Agent; and CITIBANK, N.A., as Issuing Bank.
EPE Unit Appreciation Right Grant (EPE Holdings LLC Directors)Epe Unit Appreciation Right Grant • May 8th, 2006 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
EPE Holdings LLC (the “General Partner”) is pleased to inform you that you have been granted, under the Enterprise Products Company 2005 EPE Long-Term Incentive Plan, as the same may from time to time hereafter be amended, supplemented or modified (the “Plan”), EPE Unit Appreciation Rights (“UARs”) as set forth above. The terms of the Award are as follows:
ContractAgreement of Limited Partnership • July 7th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LE GP, LLC A Delaware limited liability company May 7, 2007Limited Liability Company Agreement • May 10th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
THIS AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LE GP, LLC, a Delaware limited liability company (the “Company”), executed on May 7, 2007 (the “Effective Date”), is adopted, executed and agreed to, by and among Ray C. Davis (“Davis”), and Kelcy Warren (“Warren”), each of whom is an individual residing in Texas, Natural Gas Partners VI, L.P., a Delaware limited partnership (“NGP”), Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), and LE GP-Tax, LLC, a Delaware limited liability company. The parties hereto shall be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
SECURITIES PURCHASE AGREEMENT By and Between ENTERPRISE GP HOLDINGS L.P., and DFI GP HOLDINGS, L.P. and DUNCAN FAMILY INTERESTS, INC., as the Sellers May 7, 2007Securities Purchase Agreement • May 10th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2007 (the “Execution Date”), is entered into by and among Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), DFI GP Holdings, L.P., a Delaware limited partnership (“DFIGP”), and Duncan Family Interests, Inc. (“DFI” and together with DFIGP, the “Sellers”).
THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT II, L.P. Dated as of December 2, 2009Agreement of Limited Partnership • December 8th, 2009 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Third Amendment (this “Amendment”) to the Agreement of Limited Partnership dated as of December 5, 2006 (as subsequently amended, the “Partnership Agreement”) of EPE Unit II, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of December 2, 2009, pursuant to the terms of the Partnership Agreement and in accordance with Section 12.05 thereof.
AGREEMENT OF LIMITED PARTNERSHIP OF EPE Unit L.P. Dated as of August 23, 2005Limited Partnership Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Agreement of Limited Partnership (this “Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of August 23, 2005 by and among the Partners (as defined below).
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLCLimited Liability Company Agreement • November 10th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This First Amendment dated November 6, 2008 to the Third Amended and Restated Limited Liability Company Agreement (this “Amendment”) of EPE Holdings, LLC (“EPE GP”), dated November 7, 2007, is executed by Dan Duncan LLC (“DDLLC”). Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Limited Liability Company Agreement of EPE GP dated November 7, 2007 (the “LLC Agreement”).
THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT III, L.P. Dated as of December 2, 2009Agreement of Limited Partnership • December 8th, 2009 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Third Amendment (this “Amendment”) to the Agreement of Limited Partnership dated as of May 7, 2007 (as subsequently amended, the “Partnership Agreement”) of EPE Unit III, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of December 2, 2009, pursuant to the terms of the Partnership Agreement and in accordance with Section 12.05 thereof.
ContractAgreement of Limited Partnership • July 7th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE UNIT L.P. Dated as of December 2, 2009Agreement of Limited Partnership • December 8th, 2009 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This First Amendment (this “Amendment”) to the Agreement of Limited Partnership dated as of February 20, 2008 (as subsequently amended, the “Partnership Agreement”) of Enterprise Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of December 2, 2009, pursuant to the terms of the Partnership Agreement and in accordance with Section 12.05 thereof.
50,000,000 REVOLVING CREDIT FACILITY $475,000,000 TERM LOAN CREDIT AGREEMENT dated as of among ENTERPRISE GP HOLDINGS L.P. The Lenders Party Hereto, LEHMAN COMMERCIAL PAPER, INC. as Co-Administrative Agent, CITICORP NORTH AMERICA, INC., as...Credit Agreement • August 11th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of , 2005, among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership; the LENDERS party hereto; LEHMAN COMMERCIAL PAPER, INC., as Co-Administrative Agent; CITICORP NORTH AMERICA, INC., as Co-Administrative Agent and Paying Agent; , as Syndication Agent; and , as Documentation Agent.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT $850,000,000 Term Loan B dated as of November 8, 2007 among ENTERPRISE GP HOLDINGS L.P. As Borrower The Term Loan B Lenders Party Hereto, CITICORP NORTH AMERICA, INC., as Administrative...Credit Agreement • November 14th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of November 8, 2007 (the “First Amendment Closing Date”), among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership (the “Borrower”); the TERM LOAN B LENDERS party hereto; and CITICORP NORTH AMERICA, INC., as Administrative Agent.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • November 9th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EPE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), executed effective as of November 7, 2007 (the “Effective Date”), is adopted, executed and agreed to, by Dan Duncan LLC, a Texas limited liability company, as the sole Member of the Company (“DDLLC”).
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P.First Amended and Restated Agreement of Limited Partnership • May 10th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), dated as of August 29, 2005 (the “Partnership Agreement”), is entered into effective as of May 7, 2007, by EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
SUPPORT AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS PARTNERS L.P. AND THE UNITHOLDERS DATED AS OF SEPTEMBER 3, 2010Support Agreement • September 7th, 2010 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
SUPPORT AGREEMENT, dated as of September 3, 2010 (this “Agreement”), by and among Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”), on the one hand, and DD Securities LLC, DFI GP Holdings L.P., EPCO Holdings, Inc., Duncan Family Interests, Inc., Dan Duncan LLC and DFI Delaware Holdings L.P. (collectively, the “Unitholders” and, individually, a “Unitholder”).
THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EPE UNIT L.P. Dated as of December 2, 2009Agreement of Limited Partnership • December 8th, 2009 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Third Amendment (this “Amendment”) to the Agreement of Limited Partnership dated as of August 23, 2005 (as subsequently amended, the “Partnership Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is made and entered into effective as of December 2, 2009, pursuant to the terms of the Partnership Agreement and in accordance with Section 12.05 thereof.
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLCLimited Liability Company Agreement • October 30th, 2009 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
This Second Amendment dated October 27, 2009 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement of EPE Holdings, LLC (“EPE GP”), dated November 7, 2007(the “LLC Agreement”), is executed by Dan Duncan LLC (“DDLLC”), the sole member of EPE GP. Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the LLC Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ENTERPRISE GP HOLDINGS L.P. AND THE PURCHASERS NAMED ON EXHIBIT A HERETORegistration Rights Agreement • July 18th, 2007 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2007, by and among Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers set forth on Exhibit A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
PROMISSORY NOTE ENTERPRISE GP HOLDINGS L.P.Promissory Note • November 4th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
FOR VALUE RECEIVED, ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership (the “Borrower”) hereby promises to pay to the order of EPCO, INC., a Texas corporation (together with any subsequent holder of this promissory note, for so long as such person or entity is a holder hereof, “Holder”), the principal sum of US$160,023,385.34, together with interest on the outstanding principal balance hereof at the fixed rate of 6.25% per annum (the “Fixed Rate”), on or before May 20, 2020 (the “Maturity Date”).
AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P.Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership • November 10th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission
This Amendment No. 3 (this “Amendment No.3”) to the First Amended and Restated Agreement of Limited Partnership of Enterprise GP Holdings L.P. dated effective as of August 29, 2005 (the “Partnership Agreement”) is hereby adopted by EPE 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.
