AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MONT BELVIEU CAVERNS, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MONT BELVIEU CAVERNS, LLC, a Delaware limited liability company (the “Company”), executed on January [ ], 2007 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise Products Operating L.P., a Delaware limited partnership (“EPD OLP”), Enterprise Products OLPGP, Inc., a Delaware corporation (“EPD OLPGP”), and DEP Operating Partnership, L.P., a Delaware limited partnership (“DEP OLP”), as the Members of the Company.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS OPERATING L.P. ENTERPRISE PRODUCTS OLPGP, INC. ENTERPRISE PRODUCTS TEXAS OPERATING, L.P. AND MONT BELVIEU CAVERNS, LLCContribution, Conveyance and Assumption Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 2007 (this “Agreement”), is entered into by and among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“EPOLP”), ENTERPRISE PRODUCTS OLPGP, INC., a Delaware corporation (“EPOLPGP”), ENTERPRISE PRODUCTS TEXAS OPERATING L.P., a Delaware limited partnership (“EP Texas”), and MONT BELVIEU CAVERNS, LLC, a Delaware limited liability company (“MBLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in ARTICLE I hereof.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS OPERATING L.P. ENTERPRISE GC, L.P., ENTERPRISE HOLDING III, L.L.C. ENTERPRISE GTM HOLDINGS L.P., ENTERPRISE GTMGP, LLC ENTERPRISE PRODUCTS GTM, LLC AND SOUTH TEXAS NGL...Contribution, Conveyance and Assumption Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of ___, 2006 (this “Agreement”), is entered into by and among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (“EPOLP”), ENTERPRISE GC, L.P., a Delaware limited partnership (“Enterprise GC”), ENTERPRISE HOLDING III, L.L.C., a Delaware limited liability company (“Holding III”), ENTERPRISE GTM HOLDINGS L.P., a Delaware limited partnership (“GTM Holdings”), ENTERPRISE GTMGP, LLC, a Delaware limited liability company (“GTMGP”), ENTERPRISE PRODUCTS GTM, LLC, a Delaware limited liability company (“GTM”) and SOUTH TEXAS NGL PIPELINES, LLC, a Delaware limited liability company (“STX NGL”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in Article I hereof.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEP OLPGP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DEP OLPGP, LLC, a Delaware limited liability company (the “Company”), executed on January 19, 2007 (the “Effective Date”), is adopted, executed and agreed to, by Duncan Energy Partners L.P., a Delaware limited partnership (“Duncan Energy Partners”), as the sole Member of the Company.
OMNIBUS AGREEMENT AMONG ENTERPRISE PRODUCTS OPERATING L.P. DEP HOLDINGS, LLC DUNCAN ENERGY PARTNERS L.P. DEP OLPGP, LLC, DEP OPERATING PARTNERSHIP, L.P., ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P. SABINE PROPYLENE PIPELINE L.P. ACADIAN GAS, LLC MONT...Omnibus Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among Enterprise Products Operating L.P., a Delaware limited partnership (“EPD OLP”), DEP Holdings, LLC, a Delaware limited liability company (the “General Partner”), Duncan Energy Partners L.P., a Delaware limited partnership (the “Partnership”), DEP OLPGP, LLC, a Delaware limited liability company (the “OLPGP”), DEP Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Enterprise Lou-Tex Propylene Pipeline L.P., a Texas limited partnership (“Lou-Tex”), Sabine Propylene Pipeline L.P., a Texas limited partnership (“Sabine”), Acadian Gas, LLC, a Delaware limited liability company (“Acadian Gas”), Mont Belvieu Caverns, LLC, a Delaware limited liability company (“Mont Belvieu Caverns”), South Texas NGL Pipelines, LLC, a Delaware limited liability company (“South Texas NGL”, and collectively with Lou-Tex, Sabine, Acadian Gas and Mont Belvieu Caverns, the “Initial Subsidiar
FORM OF FOURTH 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...Administrative Services Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission
THIS FOURTH AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into this day of , 2007, but effective as of , 2007 (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”), DEP Holdings, LLC, a Delaware limited liability company (“DEP Holdings”), Duncan Energy Partners L.P., a Delaware limited partnership (“DEP”), DEP Operating Partnership, L.P., a Delaware limited partnership (“DEP OLP”), TEPPCO Partners, L.P., a Delaware limited partnership (“TPP”), Te
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG ENTERPRISE PRODUCTS OPERATING L.P., DEP HOLDINGS, LLC, DUNCAN ENERGY PARTNERS L.P., DEP OLPGP, LLC AND DEP OPERATING PARTNERSHIP, L.P. DATED AS OF [___________], 2007Contribution, Conveyance and Assumption Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of [___], 2007, is made and entered into by and among Enterprise Products Operating L.P., a Delaware limited partnership (“EPD OLP”), DEP Holdings, LLC, a Delaware limited liability company (the “General Partner”), Duncan Energy Partners L.P., a Delaware limited partnership (“MLP”), DEP Operating Partnership, L.P., a Delaware limited partnership (“OLP”), and DEP OLPGP, LLC, a Delaware limited liability company (“OLP GP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Certain capitalized terms used are defined in Article I hereof.
13,000,000 Common Units DUNCAN ENERGY PARTNERS L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2007 • Duncan Energy Partners L.P. • Natural gas transmission • New York
This is to confirm the agreement among the Partnership, DEP Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), DEP Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), DEP OLPGP, LLC, a Delaware limited liability company and the general partner of the Operating Partnership (“OLPGP”) and Enterprise Products Operating L.P., a Delaware limited partnership (“EPOLP” and, together with the Partnership, the General Partner, the Operating Partnership and OLPGP, the “DEP Parties”) and the Underwriters concerning the purchase of the Units from the Partnership by the Underwriters.
