EXHIBIT J
REGISTRATION RIGHTS ASSIGNMENT AGREEMENT
REGISTRATION RIGHTS ASSIGNMENT AGREEMENT, dated as of December 29, 2004
(this "Agreement"), is by and among SHELL US GAS & POWER LLC, a Delaware limited
liability company ("Seller"), as assignor, and XXXXX XXXXXXXX MLP INVESTMENT
COMPANY, a Maryland corporation ("Purchaser"), as assignee.
WHEREAS, Seller is the owner of 41,000,000 common units representing
limited partner interests ("Shell Common Units") in Enterprise Products Partners
L.P., a Delaware limited partnership ("Enterprise");
WHEREAS, Seller is the successor in interest to the rights of Tejas
Energy LLC, a Delaware limited liability company, under that certain
Registration Rights Agreement dated as of September 17, 1999 by and among Tejas
Energy LLC and Enterprise, a copy of which is attached hereto as Exhibit A (the
"Registration Rights Agreement");
WHEREAS, pursuant to Section 2.01 of that certain Common Unit Purchase
Agreement of even date herewith by and among Purchaser and Seller, a copy of
which is attached hereto as Exhibit B (the "Unit Purchase Agreement"), Seller
will sell to Purchaser, and Purchaser will purchase from Seller, (i) certain of
the Shell Common Units on the date hereof and (ii) an option to purchase
additional Shell Common Units at a later date, in each case subject to the terms
and conditions set forth in the Unit Purchase Agreement;
WHEREAS, as provided for in Section 2.02 of the Unit Purchase
Agreement, Seller desires to assign, and Purchaser desires to assume, pursuant
to Section 13(e) of the Registration Rights Agreement, certain of Seller's
registration rights under the Registration Rights Agreement with respect to the
Purchased Units (as defined in the Unit Purchase Agreement);
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. Assignment of Registration Rights.
(a) Pursuant to the provisions of Section 13(e) of the
Registration Rights Agreement, (i) Seller hereby assigns to Purchaser one
"demand" registration right under Section 2(a) of the Registration Rights
Agreement with respect to the Purchased Units and (ii) Seller hereby agrees
that, upon request of Purchaser, Seller and its Affiliates holding Shell Common
Units shall join with Purchaser to the extent necessary such that Purchaser,
Seller and its Affiliates, collectively, shall constitute "Required Unitholders"
when making a request pursuant to Section 2(a) of the Registration Rights
Agreement for Enterprise to effect registration under the Securities Act of the
Purchased Units.
(b) The registration right assigned to Purchaser pursuant to
this Section 1 shall be exercised, if at all, solely in the discretion of
Purchaser.
(c) The registration right assigned to Purchaser pursuant to
this Section 1 shall terminate and the assignment of rights herein be null and
void if on or before the date that is 150 days after the First Closing Date (as
defined in the Unit Purchase Agreement): (i) all of the Purchased Units then
held by Purchaser shall have been included in an effective registration
statement filed by Enterprise with the Commission on a form suitable for the
public resale of such Purchased Units and naming Purchaser as a "Selling
Unitholder" therein, and Enterprise is obligated under the Registration Rights
Agreement or has otherwise agreed in writing to maintain the effectiveness of
such registration statement for a period of time expiring not earlier than the
date that is one (1) year from the First Closing Date (as defined in the Unit
Purchase Agreement); (ii) Seller shall have requested Enterprise to effect the
registration under the Securities Act of all of the Purchased Units pursuant to
Section 2(a) of the Registration Rights Agreement, along with such number of
Shell Common Units as Seller may request, and Enterprise is obligated under the
Registration Rights Agreement or has otherwise agreed in writing to maintain the
effectiveness of such registration statement for a period of time expiring not
earlier than the date that is one (1) year from the First
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Closing Date; or (iii) all of the Purchased Units shall have been exchanged for
Registered Common Units pursuant to Section 2.09 of the Unit Purchase Agreement.
(d) The registration right assigned to Purchaser pursuant to
this Section 1 shall terminate and the assignment of rights herein be null and
void from and after the first date that the Purchased Units may be sold by
Purchaser under subsection (k) of Rule 144 or otherwise may be sold by Purchaser
under Rule 144 without limitation as to any of timing, volume or manner of sale.
2. Obligations of Purchaser. On the date hereof, Purchaser
shall execute and deliver to Enterprise a counterpart of the Registration Rights
Agreement, a form of which is attached as Exhibit C hereto, agreeing to be
treated as a "Unitholder" (as defined in the Registration Rights Agreement) with
respect to the registration of the Purchased Units. Upon execution of such
counterpart pursuant to Section 13(e) of the Registration Rights Agreement,
solely to the extent necessary to effect the assignment of rights provided for
in Section 1 hereof, (i) Purchaser shall have the benefits of and shall be
subject to the restrictions contained in the Registration Rights Agreement as if
Purchaser was originally included in the definition of a "Unitholder" thereunder
and had originally been a party thereto and (ii) the Purchased Units shall be
deemed to constitute "Registrable Securities" for purposes of the Registration
Rights Agreement; provided, however, that any Purchased Units shall cease to
constitute "Registrable Securities" if (A) a registration statement with respect
to the sale of such Purchased Units shall have become effective under the
Securities Act and such Purchased Units shall have been disposed of by Purchaser
in accordance with such registration statement, (B) such Purchased Units shall
have been sold pursuant to Rule 144 or (C) such Purchased Units shall have
ceased to be outstanding.
3. Restrictions. Except as expressly set forth herein, the
Registration Rights Agreement remains in full force and effect in accordance
with its terms, and nothing contained herein shall be deemed (i) to be a waiver,
amendment, modification or other change of any term, condition or provision of
the Registration Rights Agreement (or a consent to any such waiver, amendment,
modification or other change) by Seller, (ii) to prejudice any right which
Seller may have under the Registration
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Rights Agreement, or (iii) to entitle Enterprise to a waiver, modification or
other change of any term, condition or provisions of the Registration Rights
Agreement (or a consent to such waiver, amendment, modification or other
change), or to a consent, in the future in similar or different circumstances.
4. Communications. All notices and communications hereunder
shall be in writing and shall be given by registered or certified mail, return
receipt requested, telecopy, air courier guaranteeing overnight delivery or
personal delivery to the following addresses:
If to Purchaser:
Xxxxx Xxxxxxxx MLP Investment Company
0000 Xxxxxx xx xxx Xxxxx, Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxxx Xxxxxxxx MLP Investment Company
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx XxXxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Seller:
Shell US Gas & Power LLC
0000 XxXxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: L.B.D. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as Purchaser or Seller may designate in writing. All
notices and communications shall be deemed to have been duly given:
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at the time delivered by hand, if personally delivered; upon actual receipt, if
sent by certified mail, return receipt requested, or regular mail, if mailed;
when receipt acknowledged, if sent via facsimile; and upon actual receipt when
delivered to an air courier guaranteeing overnight delivery.
5. Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
6. Amendment; Termination. Except as otherwise provided
herein, this Agreement may be amended, modified or terminated only by a written
instrument duly executed by each party hereto. Upon termination, this Agreement
shall forthwith become null and void and there shall be no liability hereunder
on the part of any party hereto; provided that nothing herein shall relieve any
party from any liability or obligation with respect to any willful breach of
this Agreement.
7. Counterparts. This Agreement may be executed in
counterparts and by the parties hereto in separate counterparts, each of which
when so executed will be deemed to be an original and all of which taken
together will constitute one and the same instrument.
8. Defined Terms. Defined terms used but not defined herein or
in the Unit Purchase Agreement shall have the meanings set forth in the
Registration Rights Agreement.
9. Assignment. Subject to the terms of the Registration Rights
Agreement, all or any portion of the rights assigned by Seller to Purchaser
hereunder may be transferred or assigned by Purchaser.
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IN WITNESS WHEREOF, the parties hereto execute this Agreement,
effective as of the date first above written.
XXXXX XXXXXXXX MLP INVESTMENT COMPANY
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Managing Director
and General Counsel
SHELL US GAS & POWER LLC
By: /s/ L.B.D. Xxxxxxx
-------------------------------------------
Name: L.B.D. Xxxxxxx
Title: Vice President, Portfolio Management
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
See Attached
EXHIBIT B
UNIT PURCHASE AGREEMENT
See Attached
EXHIBIT C
COUNTERPART TO REGISTRATION RIGHTS AGREEMENT
See Attached
COUNTERPART
TO
REGISTRATION RIGHTS AGREEMENT
This COUNTERPART TO REGISTRATION RIGHTS AGREEMENT is made as of
December 29, 2004.
WHEREAS, XXXXX XXXXXXXX MLP INVESTMENT COMPANY, a Maryland corporation
("Purchaser"), is purchasing certain common units representing limited
partnership interests in Enterprise Products Partners L.P. ("Enterprise") from
SHELL US GAS & POWER LLC, a Delaware limited liability company ("Seller"),
pursuant to that certain Common Unit Purchase Agreement by and among Purchaser
and Seller of even date herewith (the "Unit Purchase Agreement");
WHEREAS, Seller is the successor in interest to the rights of Tejas
Energy LLC, a Delaware limited liability company, under that certain
Registration Rights Agreement dated as of September 17, 1999 by and among Tejas
Energy LLC and Enterprise (the "Registration Rights Agreement");
WHEREAS, Seller desires to assign, and Purchaser desires to assume,
pursuant to Section 13(e) of the Registration Rights Agreement, certain of
Seller's registration rights under the Registration Rights Agreement with
respect to all common units that may be purchased by Purchaser under the Unit
Purchase Agreement (collectively, the "Purchased Units");
WHEREAS, an assignment of rights pursuant to Section 13(e) of the
Registration Rights Agreement requires, among other things, that the transferee
execute a counterpart to the Registration Rights Agreement and that Enterprise
be given written notice of such transfer;
NOW THEREFORE, Purchaser (i) is executing this counterpart signature to
the Registration Rights Agreement pursuant to Section 13(e) thereof and (ii)
hereby certifies to Enterprise as follows:
1. The purchase and sale of the Purchased Units pursuant to the
Unit Purchase Agreement is a transfer effected in accordance
with applicable securities laws.
2. By its signature below, Purchaser hereby executes this
Counterpart to the Registration Rights Agreement and agrees
to be treated as a "Unitholder" under the Registration
Rights Agreement, with the full benefits of and subject to
the restrictions contained in the Registration Rights
Agreement as if Purchaser was originally included in the
definition of "Unitholder" thereunder and had originally
been a party thereto.
3. Attached hereto are true and correct copies of the
Registration Rights Assignment Agreement and the Unit
Purchase Agreement. Such documents identify the Registrable
Securities with respect to which Seller has assigned its
registration rights, and the terms and conditions of such
assignment.
4. The name and address of Purchaser for purposes of notices to
be given under the Registration Rights Agreement is as
follows:
Xxxxx Xxxxxxxx MLP Investment Company
0000 Xxxxxx xx xxx Xxxxx, Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxxx Xxxxxxxx MLP Investment Company
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx XxXxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
The certification in Paragraph 1 above is made in reliance on
the representations and warranties of Seller contained in the Unit Purchase
Agreement.
Capitalized terms used but not defined herein have the
meanings given them in the Registration Rights Agreement.
XXXXX XXXXXXXX MLP INVESTMENT COMPANY
By: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Managing Director
and General Counsel
