EXHIBIT 10.7
ARTICLES OF PARTNERSHIP
OF
MONT BELVIEU ASSOCIATES
THESE ARTICLES OF PARTNERSHIP (sometimes herein referred to as "this
Agreement") are entered into by and between ENTERPRISE PRODUCTS COMPANY, a Texas
corporation ("Enterprise"), and TENNECO OIL COMPANY, a Delaware corporation
("Tenneco"), who hereby agree to create, constitute and form a partnership for
the limited purposes and upon the terms and conditions set forth in the
following Articles.
ARTICLE I
Formation
1.1 Formation. Enterprise and Tenneco (each being sometimes
individually referred to herein as a "Partner" and both being collectively
referred to herein as the "Partners") hereby form, under and pursuant to the
Texas Uniform Partnership Act, a partnership (the "Partnership") for the limited
purposes herein set forth.
1.2. Name. The name of the Partnership shall be "Mont Belvieu
Associates". The name of the Partnership may be changed by agreement of both of
the Partners. Unless otherwise expressly permitted by this Agreement, the
Partnership name shall be used at all times in connection with the conduct of
the business and affairs of the Partnership. In connection with the formation
and operation of the Partnership, the Partners agree to execute and file all
assumed or fictitious name certificates required by law to be filed in any
jurisdiction in which the Partnership conducts business.
1.3. Purposes. The purposes for which the Partnership is formed and
the powers of the Partnership which may be exercised in furtherance of such
purposes, are as follows:
(a) to acquire, hold, assign, sell or otherwise dispose of the
Tenneco/Enterprise Interest (as hereinafter defined);
(b) to exercise and enjoy all of the rights, privileges and benefits, and
to pay, perform and observe all of the obligations, agreements and liabilities,
allocable or attributable to the Tenneco/Enterprise Interest pursuant to the
terms of this Agreement, the Operating Agreement (as hereinafter defined), or at
law or in equity;
(c) to borrow from a bank or other institutional lender sums aggregating up
to $41,000,000.00 for the purpose of financing the acquisition by the
Partnership of the Tenneco/Enterprise Interest (the "Acquisition Loan") and to
mortgage, pledge, assign or otherwise create a lien on the Tenneco/Enterprise
Interest, the Throughput Agreements, the Fractionation Agreements, the Operating
Agreement (all of the foregoing being hereinafter defined) and/or other
agreements pertaining to any of the foregoing, for the purpose of securing
payment of such loan or loans;
(d) to enter into agreements (the "Throughput Agreements") with Tenneco
and Enterprise individually, respecting the delivery to the Partnership of Raw
Make (as said term is defined in the Operating Agreement) for fractionation and
the payment of fees to the Partnership for such fractionation;
(e) to enter into agreements (the "Fractionation Agreements") with the
Operator under the Operating Agreement respecting the fractionation of all Raw
Make provided to the Partnership under the Throughput Agreements and the payment
of fees to the Operator for the same; and
(f) to take or cause to be taken all actions and to perform or cause to be
performed all matters necessary or appropriate to conduct the day-to-day
business of the Partnership and to carry out the foregoing purposes of the
Partnership, all on the terms and conditions set forth herein.
1.4. Principal Place of Business. The principal place of business of
the Partnership shall be maintained at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000
or such other place or places as the Partners may from time to time mutually
determine. The Partnership shall not be limited in the conduct of its business
to that location, but may conduct its business at any number of
-2-
locations within and without the State of Texas as may be mutually determined by
the Partners to be necessary or desirable.
1.5. Term. The Partnership shall commence on the effective date of
this Agreement, and shall continue until dissolved as herein provided.
1.6. Definitions. For purposes of this Agreement:
(a) "Acquisition Loan Payment" means any installment of principal,
premium, if any, and interest, or of principal or interest only, which shall
become due and payable under the terms of the instrument or instruments creating
or evidencing the Acquisition Loan.
(b) "Acquisition Loan Payment Date" means the date on which any
Acquisition Loan Payment shall become due and payable.
(c) "Affiliate" means, as to the party specified, any Person
controlling, controlled by or under common control with such party, with the
concept of control in such context meaning the possession, directly or
indirectly, of the power to direct or cause direction of the management and
policies of another, whether through the partnership of voting securities, or
otherwise.
(d) "Agreement" means these Articles of Partnership of Mont Belvieu
Associates.
(e) "Banks" means the banks or other institutional lenders from which
the Acquisition Loan is obtained.
(f) "Enterprise Facilities" means the Facilities less and except the
Texaco Facilities.
(g) "Facilities" means the West Texas Fractionator and the Seminole
Fractionator (including the Texaco Facilities), and includes all tanks,
machinery, equipment, fixtures, appliances, pipes, valves, fittings and material
of any nature whatsoever, all buildings and structures of any kind whatsoever
and any and all appurtenances thereto located on the Site, which are necessary
for the operation of the facilities, together with all alterations, additions,
enlargements, revisions, substitutions or replacements of any kind as may be
hereafter made pursuant to the terms of this Agreement, and in-
-3-
cluding the fee estate in the Site and all easements, servitudes, permits or
grants required for the operation of the facilities regardless of location.
(h) "Fractionation Agreements" means the agreements described in
Section 1.3(e) above.
(i) "Managing Partner" means the Managing Partner designated in or
appointed pursuant to Section 5.1 hereof.
(j) "Operating Agreement" means that certain Restated Operating
Agreement for the Mont Belvieu Fractionation Facilities, Xxxxxxxx County, Texas,
among all Owners of the Facilities, effective as of January 1, 1985, as ratified
and joined in by the Partnership pursuant to the Ratification and Joinder
Agreement dated July 17, 1985, among the Partnership and the Owners.
(k) "Operator" means Enterprise or any successor to Enterprise
selected by the Owners to operate the Facilities in accordance with the
Operating Agreement.
(1) "Organizational or Administrative Expenses" means all expenses
incurred by or on behalf of the Partnership in connection with its formation
and organization or in the day-to-day conduct of the business of the
Partnership, including, without limitation, legal, accounting and other
professional fees, insurance premiums, and filing fees but specifically
excluding Operating Expenses and Capital Expenditures, as such terms are
defined in the Operating Agreement.
(m) "Owners" means the parties to the Operating Agreement who own an
interest in the Facilities, directly or indirectly, whether presently or in the
future. The term "Owners" as defined herein shall not include any Affiliate of
any Owner.
(n) "Partnership Interest" means the respective percentages of
ownership interests of the Partners as set forth in Section 2.1 hereof.
(o) "Partner" or "Partners" means Tenneco and/or Enterprise as defined
in Article 1.1 above.
-4-
(p) "Person" means any natural person, corporation, company,
partnership, joint venture, association, joint-stock company, trust,
foundation, fund, institution, society, union, club or other group organized for
any purpose, whether incorporated or not, wherever located and of whatever
citizenship; or any receiver, trustee in bankruptcy or similar official or any
liquidating agent for any of the foregoing in his or her capacity as such.
(q) "Site" means the tracts or parcels of real property on which the
Facilities are situated, as described on Exhibit "A" attached hereto.
(r) "Tenneco/Enterprise Interest" means an undivided 57.1428 percent
interest in the Enterprise Facilities (other than with respect to the Site) and
an undivided 50% interest in the Site.
(s) "Term Loan Agreement" means the Term Loan Agreement between the
Partnership and the Banks, relating to the Acquisition Loan, as the same may
from time to time be amended, modified or supplemented.
(t) "Texaco" means Texaco Producing Inc., a Delaware corporation,
which is the successor in interest to Getty Oil Company.
(u) "Texaco Facilities" means those components of the Seminole
Fractionator and related facilities set forth in Exhibit "B" hereto which are
presently wholly-owned by Texaco.
(v) "Throughput Agreement" means either of the agreements described in
Section 1.3(d) above.
ARTICLE II
Interests of Partners
2.1. Original Contributions and Interests. Contemporaneously with the
execution of this Agreement, each Partner has contributed in cash to the capital
of the Partnership the amount set opposite such Partner's name below, and the
amount of the initial contribution by each Partner shall entitle that Partner to
a Partnership Interest in the Partnership in the percentage set opposite that
Partner's name below:
-5-
Initial Partner-
Capital ship
Partner Contribution Interest
------- ------------ ---------
Tenneco $20,000 50%
Enterprise 20,000 50%
------- ---
$40,000 100%
------- ---
2.2. Additional Capital Contributions. The Partners hereby agree to
make capital contributions in proportion to their respective Partnership
Interest to the extent required to enable the Partnership to meet its
obligations under Sections 6.l, 6.2.and 6.3 of the Operating Agreement.
2.3. Capital Accounts. A capital account shall be established and
maintained for each Partner. No Partner shall be entitled to receive interest on
its capital account. The capital account of each Partner shall consist of the
initial capital contribution made by that Partner, increased by (i)
additional capital contributions made by that Partner and (ii) Partnership
profits allocated to that Partner, and decreased by (x) Partnership losses
allocated to that Partner and (y) distributions made to that Partner. Except by
agreement of both Partners, neither Partner shall be entitled to the return of
its capital contributions except by way of a distribution of assets upon
dissolution and liquidation of the Partnership pursuant to the provisions of
this Agreement.
ARTICLE III
Profits and Losses, Distributions
3.1. Allocation of Profits and Losses. Each item of income, gain,
credit, expense, loss or other deduction realized by the Partnership shall be
allocated to the Partners in accordance with their Partnership Interests.
3.2. Distributions.
(a) All distributions of cash or property from the Partnership to the
Partners shall be in proportion to the Partners' respective Partnership
Interests.
(b) Until all of the Partnership's obligations with respect to the
Acquisition Loan shall have been fully and finally discharged, the Partnership
shall make
-6-
no distributions to the Partners except as permitted by this Section 3.2(b). On
each date on which payments are due to the Partnership by the Partner,
severally, pursuant to the Throughput Agreements, the Partnership shall make a
distribution in an amount (but only to the extent of the Partnership's cash on
such date) equal to the total amount of such payments (excluding payments
representing fractionation fees under the Fractionation Agreements); provided,
however, that each of the Partners hereby irrevocably directs the Managing
Partner to retain, on behalf of such Partner, any amount to be distributed to it
on any such date and to apply such distribution to the payment owed to the
Partnership by such Partner on such date pursuant to its Throughput Agreement.
(c) Following satisfaction in full of the Partnership's obligations with
respect to the Acquisition Loan, the Partnership shall make such distributions
as are approved unanimously by the Partners.
3.3. Use of Cash. As used herein, the term "Available Cash" as of any
date shall mean cash on hand on such date including, without limitation, cash on
hand which was received by the Partnership pursuant to Article VII of the
Operating Agreement. Until all of the Partnership's obligations with respect to
the Acquisition Loan shall have been fully and finally discharged, all Available
Cash shall be accumulated and applied as follows:
(a) The Managing Partner shall accumulate Available Cash up to the amount
which it, in its sole opinion, estimates at any time is the aggregate amount of
payments (other than payments representing fractionation fees under the
Fractionation Agreements) which will be payable during the ensuing 6-month
period by the Partners pursuant to the Throughput Agreements and the Available
Cash so accumulated shall be applied solely to the making of distributions
pursuant to Section 3.2 hereof.
(b) If at any time the Partnership has Available Cash in excess of the
amount then required to be accumulated pursuant to subparagraph (a) above, such
Available Cash shall be applied solely to the making of prepayments of the
Acquisition Loan to the extent permitted by, and in accordance with, the Term
Loan Agree-
-7-
ment; provided, however, that if the amount of such Available Cash is less
than the minimum amount permitted by the Term Loan Agreement to be prepaid, then
the Managing Partner shall invest such cash as permitted by Section 5.2(d) until
the Partnership has accumulated sufficient Available Cash to make a prepayment
pursuant to this Section 3.3.
3.4. Withdrawals. Neither Partner shall be entitled to make any
distribution without the prior consent of the other Partner.
ARTICLE IV
Accounting and Reports
4.1. Books and Records. The Partnership shall maintain complete and
accurate books and records reflecting the nature and extent of the assets,
liabilities and contractual commitments of the Partnership and all receipts and
disbursements of the Partnership. In addition, the Partnership shall maintain
all other records necessary for documenting and recording the business and
affairs of the Partnership. The Partnership shall keep its books of account on
an accrual basis in accordance with generally accepted accounting principles and
practices consistently applied. The books of the Partnership shall be kept at
the principal place of business of the Partnership. Each Partner or his
duly authorized representative may, at his own expense, inspect the books of
the Partnership at any time during ordinary business hours.
4.2. Fiscal Year. The fiscal year of the Partnership shall be the
calendar year.
4.3. Financial Statements. Within 60 days following the end of each
fiscal quarter of the Partnership, and within 120 days following the end of each
fiscal year of the Partnership, the Managing Partner will deliver to the other
Partner an unaudited balance sheet of the Partnership at the end of such fiscal
quarter or year, together with an unaudited statement of operations for such
fiscal quarter or year.
4.4. Tax Returns and Information. The Managing Partner shall supervise
the preparation of Federal income tax information returns which the Partnership
may be required to file, and shall timely provide sufficient tax information to
the other Partner.
-8-
ARTICLE V
Management of the Partnership
5.1. Appointment of Managing Partner. The Managing Partner shall be
responsible for carrying out the policies of the Partnership as mutually
established by the Partners and shall have primary responsibility for the day-
to-day conduct of the business of the Partnership. Tenneco shall from time to
time designate the Managing Partner, who shall serve at the pleasure of Tenneco
and may be removed at any time by Tenneco upon a least thirty (30) days' written
notice. Tenneco is hereby designated the first Managing Partner.
5.2. Powers and Duties of Managing Partner. The Managing Partner
shall have the exclusive right and the duty to conduct all business relating to
the Partnership, which shall include without limitation:
(a) The preparation, supervision, and execution of all contracts entered
into by the Partnership, including those related to the debts of the
Partnership. The Managing Partner shall specifically have the responsibility to
comply on a timely basis with the ministerial requirements of the Term Loan
Agreement, such as rendering payments to the Banks as such payments are
severally tendered by the Partners pursuant to their respective Throughput
Agreements, delivering on a timely basis to the Banks all documents and other
written material required to be delivered by the Partnership pursuant to the
Term Loan Agreement, sending and receiving notices, and informing the Partners
of any notices which directly affect the Partners.
(b) The supervision of all operations conducted under the terms of any
contracts entered into by the partnership, unless any such duty shall be
delegated to a partner by mutual consent.
(c) The preparation of Partnership accounts including those related to the
debts of the Partnership, and the payment and/or distribution of Partnership
funds to the Partners or creditors of the Partnership as required or permitted
by this Agreement, or any other applicable agreement.
-9-
(d) The establishment and supervision of an investment program for any cash
of the Partnership. Such cash shall be invested or reinvested only in (i)
securities and fully guaranteed or insured by the United States Government or
any agency or instrumentality thereof having maturities of not more than six
months from the date of acquisition, (ii) time deposits and certificates of
deposit of any domestic commercial bank having capital and surplus in excess of
$100,000,000 having maturities of not more than six months from the date of
acquisition, (iii) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (i) and (ii)
entered into with any bank meeting the qualifications specified in clause (ii)
above, and (iv) commercial paper, other than commercial paper of any affiliate
of the Company, rated at least A-1 or the equivalent thereof by Standard &
Poor's Corporation or P-1 or the equivalent thereof by Xxxxx'x Investors
Service, Inc. and in either case maturing within six months after the date of
acquisition. It is understood that all such investments shall be made in the
name of the Partnership. The Managing Partner shall have no liability to the
Partners in the event that any loss related to the investments shall occur.
5.3. Fees and Expenses of Managing Partner. The Managing Partner shall
charge no fee for its services or for internal costs attributable to the
services of the Managing Partner's employees. In the event that the Managing
Partner incurs costs attributable to the independent contractors, professional
services of persons not employed by the Managing Partner or other similar
external costs, the Managing Partner shall be reimbursed for such costs by the
Partners in the same proportion as their Partnership Interests.
5.4. Restrictions on Partners. Neither Partner, without the
prior consent of the other Partner, may borrow or lend money on behalf of the
Partnership, guarantee or otherwise cause the Partnership to become liable with
respect to the indebtedness of any other person, sell, transfer or otherwise
dispose of Partnership property, create a security interest in, pledge, mortgage
or otherwise encumber any assets of the Partnership, or use the name, credit or
assets of the Partnership for any purpose other than a Partnership purpose.
Each Partner shall be indemnified and held harmless by the other Partner from
and against any and all claims, demands, liabilities, costs,
-10-
damages and causes of action of any nature arising out of such other Partner's
breach of the foregoing mutual covenants.
5.5. Removal of Managing Partner. The Managing Partner shall be
discharged and its powers, rights and duties terminated in the event the
Managing Partner: (a) is adjudicated a bankrupt; (b) files a voluntary petition
in bankruptcy; (c) makes a general assignment for the benefit of its creditors;
(d) has a receiver appointed to pay its debts as they mature; or (e) commits an
act or omission which would constitute a material breach of this Agreement.
ARTICLE VI
Partnership Property
6.1. Partnership Property. The capital contributions of the Partners
shall become Partnership property and all assets acquired with such funds or
the proceeds of sale of such, assets shall be so recorded in the accounts of the
Partnership.
6.2. Method of Holding Property. Property of the Partnership may be
acquired, held and conveyed in the name of the Partnership or in the name of one
or both of the Partners or any other person or entity as nominee for the
Partnership, but shall be recorded as Partnership property in the accounts of
the Partnership.
6.3. Bank Accounts. The Partnership shall establish and maintain such
accounts in such financial institutions (including federal or state banks,
trust companies or savings and loan institutions) and in such amounts as the
Managing Partner may deem necessary from time to time. Checks shall be drawn on
and withdrawals of funds shall be made from any such accounts for Partnership
purposes and shall be signed or requested by the Managing Partner, or any other
persons duly authorized by the Partners.
6.4. Commingling of Partnership Property. Property of the Partnership
shall not be commingled with the property of any Partner or any other business
which may be owned, conducted or managed by any Partner.
-11-
ARTICLE VII
Dissolution, Winding-Up and Termination
7.1. Dissolution. Upon the occurrence of any one of the following
events with respect to a Partner (the "Defaulting Partner"), the other Partner
may elect to dissolve the Partnership by giving written notice of dissolution to
the Defaulting Partner:
(a) the Defaulting Partner shall be adjudicated a bankrupt or insolvent if
such adjudication be involuntary and shall not be vacated within 30 days; or
(b) any proceeding shall be commenced by or against the Defaulting Partner
seeking relief under any bankruptcy or insolvency law, including, without
limitation, a reorganization, arrangement, readjustment of debt, receivership,
trusteeship or liquidation, and such proceeding shall be involuntary, and shall
remain undismissed for 30 days, or the Defaulting Partner shall, by action or
answer, approve of, consent to or acquiesce in such proceeding or admit the
material allegations of or default in answering a petition filed in such
proceeding; or
(c) a receiver or liquidator shall be appointed with or without the
Defaulting Partner's consent for all or any substantial part of the property of
the Defaulting Partner, whether or not including the Defaulting Partner's
interest in the Partnership, and if without its consent, such appointment shall
not be discharged within 30 days; or
(d) the Defaulting Partner shall admit in writing its inability to pay its
debts as they mature; or
(e) the Defaulting Partner shall make an assignment for the benefit of
creditors; or
(f) the Partnership Interest of the Defaulting Partner is seized by a
creditor of the Defaulting Partner, and the same is not released from seizure
within 30 days from the date of notice of seizure.
-12-
7.2. Winding Up. Unless otherwise dissolved as provided hereinabove,
the Partnership shall continue until dissolved by agreement of the Partners.
Upon dissolution by agreement or dissolution as otherwise hereinabove provided,
the affairs of the Partnership shall be liquidated and the assets of the
Partnership shall be distributed to the Partners pro rata in accordance with
their respective capital accounts, to the extent thereof, with any excess
distributed pro rata in accordance with each Partner's Partnership Interest,
subject to that portion of any Acquisition Loan remaining unpaid which is
proportionate to each Partner's respective Partnership Interest. Notwithstanding
any provision in these Articles to the contrary, it is acknowledged, understood
and agreed by the Partners that the portion of the Tenneco/Enterprise Interest
with respect to which certain liens securing indebtedness for money borrowed
(the "Prior Liens") have been released (that is, such portion of the Tenneco/
Enterprise Interest on which a lien has been granted to the Banks to secure
the A Notes, as such term is defined in the Term Loan Agreement) such interest
is during the term of this partnership deemed the Texaco interest and shall be
distributed, upon the dissolution of the Partnership for any reason, to Tenneco,
free and clear of any Prior Liens and that, upon and after the dissolution of
the Partnership, Enterprise, as a Partner, shall have no claim with respect
thereto.
ARTICLE VIII
Rights Under Operating Agreement
Each Partner shall be entitled to vote individually, to the extent of
such Partner's Partnership Interest in the Partnership's undivided interest in
the Facilities, purchase additional interests in the Facilities and otherwise
exercise its rights (elective or otherwise) as an Owner under the Operating
Agreement, to the extent permitted under the Operating Agreement, and the
Partnership itself shall not be considered an Owner under the Operating
Agreement for such purposes; provided, however, that all cash settlements
pursuant to Article VII of the Operating Agreement shall be received by the
Partnership and distributed or otherwise applied in accordance with Article III
hereof. All interests in the Facilities presently owned by any Partner outside
of this Partnership or later acquired by any Partner by its election to
participate in the expansion of the Facilities or the purchase of a selling
Owner's interest under the buy-sell provisions of the Operating Agreement, shall
not in any event be deemed a Partnership asset or item nor shall the Partnership
have
-13-
any rights therein unless the Partners shall otherwise agree in writing.
ARTICLE IX
Miscellaneous
-------------
9.1. Competing Businesses. It is understood and agreed that in
connection. with their activities, duties and obligations hereunder the
Partners, or either of them, may have the opportunity to invest in competing
ventures or businesses, including without limitation, other ventures or
partnerships involving fractionation facilities. Notwithstanding any provision
herein contained to the contrary, but subject to Section 5.4 of the Operating
Agreement, any Partner, and any or all of its shareholders, officers or
directors, shall have the absolute right and authority to own, construct,
operate or invest in any business, partnership or venture whatsoever, whether
for its or their own account or for the account of others, whether such business
partnership or venture shall compete with or be similar to the business,
partnership or venture carried on by the Partnership and whether the nature of
such business, partnership or venture is such that the Partnership would
ordinarily be expected to participate therein, and nothing herein shall require
any Partner, or any shareholder, officer or director thereof, to account to the
Partnership or to any Partner for the income and profit derived from such
business, partnership or venture and nothing herein shall give any Partner the
right to participate in any manner whatsoever in such business, partnership or
venture.
9.2. Prohibition Against Partition. As a material inducement to each
Partner to execute this Agreement, each Partner covenants with and represents
that, during the entire term of this Agreement, neither it nor its successors or
assigns will attempt or purport to make any partition whatever of the Tenneco/
Enterprise Interest, in whole or in part, or any interest herein, or any other
Partnership assets, whether now owned or hereafter acquired, and waives all
rights of partition provided by statute or in equity, including partition in
kind or partition by sale.
9.3. Right of First Refusal. The Partners expressly acknowledge that
any sale or other transfer of their respective Partnership Interest is subject
to a right of first refusal held by all other Owners as set forth in the
Operating Agreement.
9.4. Exchange of Interests. At such time as may be specified in the
Operating Agreement, the Partnership shall ex-
-14-
change its undivided 57.1428 percent interest in the Enterprise Facilities
(other than its undivided fifty percent interest in the Site) for an undivided
fifty percent interest in the Facilities, and the Partners do hereby consent to
such exchange as evidenced by their execution of this Agreement and the
operating Agreement.
9.5. Assignment. Either Partner may transfer, assign or convey its
rights hereunder upon (i) the written consent of the other Partner to such
transfer, assignment or conveyance, (ii) such assignment, transfer or conveyance
expressly being subject to the terms and provisions of this Agreement; (iii) the
contemporaneous assignment, transfer or conveyance by such Partner to such
assignee, transferee or grantee of such Partner's interest in and to such
Partner's Throughput Agreement (in accordance with the terms thereof); and (iv)
such assignee, transferee, or grantee expressly assuming in writing the duties
and obligations imposed upon the assigning Partner by this Agreement.
Notwithstanding the above, either Partner may transfer, assign or convey its
rights hereunder, to any affiliate of such assigning Partner, as long as such
assigning Partner complies with the conditions set forth in (ii), (iii) and (iv)
above, and upon the further condition that any such transfer, assignment or
conveyance shall not cause a termination of the Partnership for federal income
tax purposes. This Agreement shall be binding on and inure to the benefit of
the Partners, their heirs, legal representatives, successors and/or assigns.
9.6. Notices. All notices provided for under this Agreement shall be
in writing and shall be sufficient if sent by certified or registered mail, or
if delivered personally return receipt requested, or by telex, confirmed by
mail, to the respective Partners at the respective addresses shown below:
Enterprise Enterprise Products Company
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: President
Tenneco Tenneco Oil Company
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel (P&M)
Any Partner may change his address for receipt of notice by notice to the other
Partners.
-15-
9.7. Amendment. This Agreement may be altered, amended, modified or
changed, in whole or in part, only by an instrument in writing signed by both of
the Partners. This Agreement shall be binding upon the Partners and their
respective successors and assign to the extent assignment is permitted as
aforesaid.
9.8. Law. These Articles of Partnership shall be governed by and
construed in accordance with the laws of the State of Texas.
IN TESTIMONY WHEREOF, the Partners have executed these Articles of
Partnership in multiple original counterparts on this the 17th day of July,
1985.
ENTERPRISE PRODUCTS C0MPANY
By: /s/ O.S. Andras
------------------------------------
Name: O.S. Andras
Title: President
TENNECO OIL COMPANY
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
-16-
