SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERPRISE PRODUCTS GP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • September 30th, 2004 • Enterprise Products Partners L P • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENTERPRISE PRODUCTS GP, LLC, a Delaware limited liability company (the “Company”), dated and effective as of September 30, 2004 (the “Effective Date”), is adopted, executed and agreed to, by and among Duncan Family Interests, Inc. (formerly, EPC Partners II, Inc.), a Delaware corporation (“Enterprise Parent 1”), Dan Duncan LLC, a Texas limited liability company (“Enterprise Parent 2”) (Enterprise Parent 1 and Enterprise Parent 2, collectively, “Enterprise Parent”) and GulfTerra GP Holding Company, a Delaware corporation (“El Paso GP Holdco”).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • September 30th, 2004 • Enterprise Products Partners L P • Crude petroleum & natural gas • Delaware
This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this “Exchange Agreement”) is entered into as of September 30, 2004 by and among GulfTerra GP Holding Company, a Delaware corporation (“El Paso GPHoldco,”), Enterprise Products GP, LLC, a Delaware limited liability company (“Enterprise GP”), and Enterprise Products Partners L.P., a Delaware limited partnership (“Enterprise MLP”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2004 • Enterprise Products Partners L P • Crude petroleum & natural gas • Texas
This Registration Rights Agreement, dated as of September 30, 2004 (this “Agreement”), is made and entered into by and among El Paso Corporation, a Delaware corporation (“El Paso”), and Enterprise Products Partners L.P., a Delaware limited partnership (“Enterprise Partners”).
PERFORMANCE GUARANTYPerformance Guaranty • September 30th, 2004 • Enterprise Products Partners L P • Crude petroleum & natural gas • Delaware
This Performance Guaranty (this “Guaranty”) dated as of September 30, 2004 is made by DFI Delaware Holdings L.P. (formerly Enterprise Products Delaware Holdings L.P.), a Delaware limited partnership (the “Guarantor”) in favor of GulfTerra GP Holding Company, a Delaware corporation (“GulfTerra”). The Guarantor and GulfTerra are sometimes referred to together herein as the “Parties” and individually as a “Party.”
