THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERPRISE PRODUCTS GP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • August 15th, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENTERPRISE PRODUCTS GP, LLC, a Delaware limited liability company (the “Company”), executed on , 2005 (the “Effective Date”), is adopted, executed and agreed to, by Enterprise GP Holdings L.P., a Delaware limited partnership, as the sole Member of the Company (“EPE”).
AGREEMENT OF LIMITED PARTNERSHIP OF EPE Unit L.P. Dated as of August , 2005Enterprise GP Holdings L.P. • August 15th, 2005 • 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).
ENTERPRISE GP HOLDINGS L.P. [$51 Million of] Units Representing Limited Partner Interests Unit Purchase AgreementUnit Purchase Agreement • August 15th, 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”), [$51 million of] 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 10,111,111 units (the “Underwritten Units”), each representing a limi
ENTERPRISE GP HOLDINGS L.P. [10,111,111] Units Representing Limited Partner Interests Form of Underwriting AgreementEnterprise GP Holdings L.P. • August 15th, 2005 • Natural gas transmission • New York
Enterprise GP Holdings L.P., a limited partnership organized under the laws of Delaware (the “Partnership”), proposes to sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate [10,111,111] units (the “Firm Units”), each representing a limited partner interest in the Partnership (“Partnership Units”). The Partnership also proposes to grant to the Underwriters an option to purchase additional Partnership Units equal to up to 15% of the Firm Units to cover over-allotments (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certa
PROMISSORY NOTE ENTERPRISE GP HOLDINGS L.P.Enterprise GP Holdings L.P. • August 15th, 2005 • 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”).
