FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P.Enterprise GP Holdings L.P. • September 1st, 2005 • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE GP HOLDINGS L.P. dated effective as of August 29, 2005, is entered into by and among EPE Holdings, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EPE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), executed on August 29, 2005 (the “Effective Date”), is adopted, executed and agreed to, by Dan Duncan LLC, a Texas limited liability company, as the sole Member of the Company (“DDLLC”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of August 29, 2005, is entered into by and among Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE LP”), EPE Holdings, LLC, a Delaware limited liability company (“EPE GP”), Dan Duncan LLC, a Texas limited liability company (“DD LLC”), Duncan Family Interests, Inc., a Delaware corporation (“DFI Inc.”), DFI GP Holdings L.P., a Delaware limited partnership (“DFI Holdings LP”) and DFI Holdings, LLC, a Delaware limited liability company (“DFI Holdings GP”). The parties to this agreement are collectively referred to herein as the “Parties.”
AGREEMENT OF LIMITED PARTNERSHIP OF EPE Unit L.P. Dated as of August 23, 2005Enterprise GP Holdings L.P. • September 1st, 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 23, 2005 by and among the Partners (as defined below).
ENTERPRISE GP HOLDINGS L.P. 1,821,428 Units Representing Limited Partner Interests Unit Purchase AgreementUnit Purchase Agreement • September 1st, 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”), 1,821,428 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 10,778,572 units (the “Underwritten Units”), each representing a limited par
ENTERPRISE GP HOLDINGS L.P. 10,778,572 Units Representing Limited Partner Interests Underwriting AgreementEnterprise GP Holdings L.P. • September 1st, 2005 • Natural gas transmission • New York
50,000,000 REVOLVING CREDIT FACILITY $475,000,000 TERM LOAN CREDIT AGREEMENT dated as of August 29, 2005 among ENTERPRISE GP HOLDINGS L.P. The Lenders Party Hereto, LEHMAN COMMERCIAL PAPER, INC. as Co-Administrative Agent, CITICORP NORTH AMERICA,...Credit Agreement • September 1st, 2005 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of August 29, 2005, among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership; the LENDERS party hereto; LEHMAN COMMERCIAL PAPER, INC., as Co-Administrative Agent; CITICORP NORTH AMERICA, INC., as Co-Administrative Agent and Paying Agent; THE BANK OF NOVA SCOTIA, as Syndication Agent; and SUNTRUST BANK, as Documentation Agent.
