ENTERPRISE PRODUCTS GP, LLC
ENTERPRISE ETE LLC
ARTICLE I | ||||
CERTAIN DEFINITIONS | ||||
Section 1.1 Certain Definitions | 2 | |||
Section 1.2 Interpretation | 12 | |||
ARTICLE II | ||||
THE MERGER; EFFECTS OF THE MERGER | ||||
Section 2.1 The Merger | 12 | |||
Section 2.2 Closing | 13 | |||
ARTICLE III | ||||
MERGER CONSIDERATION; EXCHANGE PROCEDURES | ||||
Section 3.1 Merger Consideration | 13 | |||
Section 3.2 Rights As Unitholders; Unit Transfers | 14 | |||
Section 3.3 Exchange of Certificates | 14 | |||
Section 3.4 Anti-Dilution Provisions | 17 | |||
Section 3.5 Treatment of Holdings Equity-Based Awards; Holdings Unit Appreciation Rights (UARs) | 17 | |||
ARTICLE IV | ||||
ACTIONS PENDING MERGER | ||||
Section 4.1 Ordinary Course | 18 | |||
Section 4.2 Equity | 18 | |||
Section 4.3 Equity Changes | 19 | |||
Section 4.4 Acquisitions and Dispositions | 19 | |||
Section 4.5 Distributions | 19 | |||
Section 4.6 Amendments | 19 | |||
Section 4.7 Material Contracts | 20 | |||
Section 4.8 Litigation | 20 | |||
Section 4.9 Accounting Methods | 20 | |||
Section 4.10 Insurance | 20 | |||
Section 4.11 Taxes | 20 | |||
Section 4.12 Employee Benefit Plans | 20 | |||
Section 4.13 Debt, Capital Expenditures and the Like | 21 | |||
Section 4.14 No Dissolution | 21 | |||
Section 4.15 Adverse Actions | 21 | |||
Section 4.16 Agreements | 21 |
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ARTICLE V | ||||
REPRESENTATIONS AND WARRANTIES | ||||
Section 5.1 Disclosure Schedule | 21 | |||
Section 5.2 Representations and Warranties | 21 | |||
ARTICLE VI | ||||
COVENANTS | ||||
Section 6.1 Best Efforts | 30 | |||
Section 6.2 Holdings Unitholder Approval | 30 | |||
Section 6.3 Registration Statement | 30 | |||
Section 6.4 Press Releases | 31 | |||
Section 6.5 Access; Information | 31 | |||
Section 6.6 Acquisition Proposals; Change in Recommendation | 32 | |||
Section 6.7 Affiliate Arrangements | 34 | |||
Section 6.8 Takeover Laws | 35 | |||
Section 6.9 No Rights Triggered | 35 | |||
Section 6.10 New Common Units Listed | 35 | |||
Section 6.11 Third-Party Approvals; Holdings Credit Agreement | 35 | |||
Section 6.12 Indemnification; Directors’ and Officers’ Insurance | 36 | |||
Section 6.13 Notification of Certain Matters | 38 | |||
Section 6.14 Rule 16b-3 | 38 | |||
Section 6.15 Amended and Restated Partnership Agreement of Partners; Amended Certificate of Limited Partnership | 38 | |||
Section 6.16 Holdings GP Board Membership | 39 | |||
Section 6.19 Holdings GP Amended and Restated Limited Liability Company Agreement | 39 | |||
ARTICLE VII | ||||
CONDITIONS TO CONSUMMATION OF THE MERGER | ||||
Section 7.1 Unitholder Vote | 39 | |||
Section 7.2 Governmental Approvals | 39 | |||
Section 7.3 No Injunction | 40 | |||
Section 7.4 Representations, Warranties and Covenants of the Partners Parties | 40 | |||
Section 7.5 Representations, Warranties and Covenants of the Holdings Parties | 40 | |||
Section 7.6 Effective Registration Statement | 40 | |||
Section 7.7 Opinion of Andrews Kurth LLP | 41 | |||
Section 7.8 Opinion of Vinson & Elkins LLP | 41 | |||
Section 7.9 NYSE Listing | 42 | |||
Section 7.10 Partners GP Merger | 42 | |||
Section 7.11 Partners Amended and Restated Partnership Agreement | 42 | |||
Section 7.12 Distribution Waiver Agreement | 42 |
ii
Section 7.13 No Material Adverse Effect | 42 | |||
Section 7.14 Change in Law Tax Opinions | 42 | |||
ARTICLE VIII | ||||
TERMINATION | ||||
Section 8.1 Termination | 42 | |||
Section 8.2 Effect of Termination | 44 | |||
ARTICLE IX | ||||
MISCELLANEOUS | ||||
Section 9.1 Fees and Expenses | 45 | |||
Section 9.2 Waiver; Amendment | 46 | |||
Section 9.3 Counterparts | 46 | |||
Section 9.4 Governing Law | 46 | |||
Section 9.5 Confidentiality | 46 | |||
Section 9.6 Notices | 46 | |||
Section 9.7 Entire Understanding; No Third-Party Beneficiaries | 47 | |||
Section 9.8 Severability | 48 | |||
Section 9.9 Headings | 48 | |||
Section 9.10 Jurisdiction | 48 | |||
Section 9.11 Waiver of Jury Trial | 48 | |||
Section 9.12 Specific Performance | 48 | |||
Section 9.13 Survival | 48 | |||
ANNEXES | ||||
Annex A Form of Fourth Amendment to First Amended and Restated Agreement of Limited Partnership of Holdings | ||||
Annex B Form of Fourth Amended and Restated Limited Liability Company Agreement of Holdings GP | ||||
Annex C Form of Sixth Amended and Restated Agreement of Limited Partnership of Partners | ||||
Annex D Form of Distribution Waiver Agreement | ||||
Annex E Form of Standstill Provision |
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1
CERTAIN DEFINITIONS
2
3
4
5
6
7
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10
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TERMINATION
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MISCELLANEOUS
45
1100 Louisiana Street, 10th floor
Houston, TX 77002
Attention: Chief Executive Officer
Fax: (713) 803-2662
1100 Louisiana Street, 10th floor
Houston, TX 77002
Attention: Chairman of the Audit, Conflicts and Governance Committee
46
Attn: David C. Buck, Esq.
600 Travis, Suite 4200
Houston, Texas 77002
Fax: (713) 238-7126
Attn: Frank E. Bayouth II, Esq.
1000 Louisiana, Suite 6800
Houston, Texas 77002
Fax: (713) 483-9115
1100 Louisiana Street, 10th floor
Houston, TX 77002
Fax: (713) 803-2905
Attn: Chairman of the Audit, Conflicts and Governance Committee
Attn: Donald W. Brodsky, Esq.
1000 Louisiana, Suite 2000
Houston, Texas 77002
Fax: (713) 646-1335
Attn: Douglas E. McWilliams, Esq.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
Fax: (713) 615-5725
47
48
49
ENTERPRISE GP HOLDINGS L.P. | ||||
By: | EPE Holdings, LLC, its general partner | |||
By: | /s/ Ralph S. Cunningham | |||
Name: | Ralph S. Cunningham | |||
Title: | President and Chief Executive Officer | |||
EPE HOLDINGS, LLC | ||||
By: | /s/ Ralph S. Cunningham | |||
Name: | Ralph S. Cunningham | |||
Title: | President and Chief Executive Officer | |||
ENTERPRISE PRODUCTS PARTNERS L.P. | ||||
By: | Enterprise Products GP, LLC, its general partner | |||
By: | /s/ Michael A. Creel | |||
Name: | Michael A. Creel | |||
Title: | President and Chief Executive Officer | |||
ENTERPRISE PRODUCTS GP, LLC | ||||
By: | /s/ Michael A. Creel | |||
Name: | Michael A. Creel | |||
Title: | President and Chief Executive Officer | |||
ENTERPRISE ETE LLC | ||||
By: | /s/ Michael A. Creel | |||
Name: | Michael A. Creel | |||
Title: | President and Chief Executive Officer |
AGREEMENT OF LIMITED PARTNERSHIP OF
ENTERPRISE GP HOLDINGS L.P.
A-1
A-2
General Partner: EPE HOLDINGS, LLC | ||||
By: | ||||
Dr. Ralph S. Cunningham | ||||
President and Chief Executive Officer | ||||
A-3
LIMITED LIABILITY COMPANY AGREEMENT
OF
EPE HOLDINGS, LLC
A Delaware Limited Liability Company
ARTICLE 1 DEFINITIONS | 1 | |||
1.01 Definitions | 1 | |||
1.02 Construction | 2 | |||
ARTICLE 2 ORGANIZATION | 2 | |||
2.01 Formation | 2 | |||
2.02 Name | 2 | |||
2.03 Registered Office; Registered Agent; Principal Office; Other Offices | 2 | |||
2.04 Purpose | 2 | |||
2.05 Term | 3 | |||
2.06 No State-Law Partnership; Withdrawal | 3 | |||
2.07 Certain Undertakings Relating to the Separateness of the MLP | 3 | |||
ARTICLE 3 MATTERS RELATING TO MEMBERS | 5 | |||
3.01 Members | 5 | |||
3.02 Creation of Additional Membership Interest | 5 | |||
3.03 Liability to Third Parties | 5 | |||
ARTICLE 4 CAPITAL CONTRIBUTIONS | 5 | |||
4.01 Capital Contributions | 5 | |||
4.02 Loans | 6 | |||
4.03 Return of Contributions | 6 | |||
ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS | 6 | |||
5.01 Distributions | 6 | |||
ARTICLE 6 MANAGEMENT | 6 | |||
6.01 Management | 6 | |||
6.02 Board of Directors | 8 | |||
6.03 Officers | 11 | |||
6.04 Duties of Officers and Directors | 14 | |||
6.05 Compensation | 14 | |||
6.06 Indemnification | 14 | |||
6.07 Liability of Indemnitees | 16 | |||
ARTICLE 7 TAX MATTERS | 17 | |||
7.01 Tax Returns | 17 | |||
ARTICLE 8 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS | 17 | |||
8.01 Maintenance of Books | 17 | |||
8.02 Reports | 17 | |||
8.03 Bank Accounts | 17 | |||
8.04 Tax Statements | 18 | |||
ARTICLE 9 [RESERVED] | 18 | |||
ARTICLE 10 [RESERVED] | 18 |
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ARTICLE 11 DISSOLUTION, WINDING-UP AND TERMINATION | 18 | |||
11.01 Dissolution | 18 | |||
11.02 Winding-Up and Termination | 18 | |||
ARTICLE 12 MERGER | 19 | |||
12.01 Authority | 19 | |||
12.02 Procedure for Merger or Consolidation | 20 | |||
12.03 Approval by Members of Merger or Consolidation | 21 | |||
12.04 Certificate of Merger or Consolidation | 21 | |||
12.05 Effect of Merger or Consolidation | 21 | |||
ARTICLE 13 GENERAL PROVISIONS | 22 | |||
13.01 Notices | 22 | |||
13.02 Entire Agreement; Supersedure | 22 | |||
13.03 Effect of Waiver or Consent | 22 | |||
13.04 Amendment or Restatement | 22 | |||
13.05 Binding Effect | 23 | |||
13.06 Governing Law; Severability | 23 | |||
13.07 [Reserved] | 23 | |||
13.08 Further Assurances | 23 | |||
13.09 [Reserved] | 23 | |||
13.10 Offset | 23 | |||
13.11 Counterparts | 23 |
ii
LIMITED LIABILITY COMPANY AGREEMENT
A Delaware Limited Liability Company
A. | DDLLC formed the Company on April 19, 2005 as the sole member. |
B. | The Limited Liability Company Agreement of EPE Holdings, LLC was executed effective April 19, 2005, was amended and restated pursuant to an Amended and Restated Limited Liability Company Agreement dated August 29, 2005, was amended and restated pursuant to a Second Amended and Restated Limited Liability Company Agreement dated as of February 13, 2006, and was amended and restated pursuant to a Third Amended and Restated Limited Liability Company Agreement dated as of November 7, 2007 (as so amended and as further amended on the date hereof, the “Existing Agreement”). |
C. | DDLLC, the sole Member of the Company, deems it advisable to amend and restate the limited liability company agreement of the Company in its entirety as set forth herein. |
DEFINITIONS
B-1
ORGANIZATION
B-2
B-3
B-4
MATTERS RELATING TO MEMBERS
CAPITAL CONTRIBUTIONS
B-5
DISTRIBUTIONS AND ALLOCATIONS
MANAGEMENT
B-6
B-7
B-8
B-9
B-10
B-11
B-12
B-13
B-14
B-15
B-16
TAX MATTERS
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
B-17
[RESERVED]
[RESERVED]
DISSOLUTION, WINDING-UP AND TERMINATION
B-18
MERGER
B-19
B-20
B-21
GENERAL PROVISIONS
B-22
B-23
MEMBER: DAN DUNCAN LLC | ||||
By: | /s/ Richard H. Bachmann | |||
Name: | Richard H. Bachmann | |||
Title: | Manager | |||
B-24
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2
3
4
5
6
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE PRODUCTS PARTNERS L.P.
ARTICLE I DEFINITIONS | 2 | |||
1.1 Definitions | 2 | |||
1.2 Construction | 2 | |||
ARTICLE II ORGANIZATION | 2 | |||
2.1 Formation | 2 | |||
2.2 Name | 3 | |||
2.3 Registered Office; Registered Agent; Principal Office; Other Offices | 3 | |||
2.4 Purpose and Business | 3 | |||
2.5 Powers | 4 | |||
2.6 Power of Attorney | 4 | |||
2.7 Term | 6 | |||
2.8 Title to Partnership Assets | 6 | |||
2.9 Certain Undertakings Relating to the Separateness of the Partnership | 6 | |||
ARTICLE III RIGHTS OF LIMITED PARTNERS | 8 | |||
3.1 Limitation of Liability | 8 | |||
3.2 Management of Business | 8 | |||
3.3 Outside Activities of the Limited Partners | 8 | |||
3.4 Rights of Limited Partners | 8 | |||
ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS | 9 | |||
4.1 Certificates | 9 | |||
4.2 Mutilated, Destroyed, Lost or Stolen Certificates | 10 | |||
4.3 Record Holders | 11 | |||
4.4 Transfer Generally | 11 | |||
4.5 Registration and Transfer of Limited Partner Interests | 11 | |||
4.6 Transfer of General Partner Interest | 12 | |||
4.7 Restrictions on Transfers | 13 | |||
4.8 Citizenship Certificates; Non-citizen Assignees | 14 | |||
4.9 Redemption of Partnership Interests of Non-citizen Assignees | 15 | |||
ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTEREST | 16 | |||
5.1 Prior Contributions | 16 | |||
5.2 Conversion and Continuation of General Partner Interest and Limited Partner Interests; Initial Offering | 16 | |||
5.3 Contributions by the Underwriters | 17 | |||
5.4 Interest and Withdrawal | 18 | |||
5.5 Capital Accounts | 18 | |||
5.6 Issuances of Additional Partnership Securities | 21 | |||
5.7[Reserved] | 22 | |||
5.8[Reserved] | 22 |
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5.9 Limited Preemptive Right | 22 | |||
5.10 Splits and Combinations | 22 | |||
5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests | 23 | |||
5.12 Establishment of Class B Units | 23 | |||
ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS | 24 | |||
6.1 Allocations for Capital Account Purposes | 24 | |||
6.2 Allocations for Tax Purposes | 29 | |||
6.3 Requirement and Characterization of Distributions; Distributions to Record Holders | 31 | |||
6.4[Reserved] | 32 | |||
6.5[Reserved] | 32 | |||
6.6[Reserved] | 32 | |||
6.7[Reserved] | 32 | |||
6.8[Reserved] | 32 | |||
6.9 Special Provisions Relating to the Holders of Class B Units | 32 | |||
ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS | 32 | |||
7.1 Management | 32 | |||
7.2 Certificate of Limited Partnership | 35 | |||
7.3 Restrictions on General Partner’s Authority | 35 | |||
7.4 Reimbursement of the General Partner | 36 | |||
7.5 Outside Activities | 37 | |||
7.6 Loans from the General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the General Partner | 38 | |||
7.7 Indemnification | 39 | |||
7.8 Liability of Indemnitees | 41 | |||
7.9 Resolution of Conflicts of Interest | 42 | |||
7.10 Other Matters Concerning the General Partner | 43 | |||
7.11 Purchase or Sale of Partnership Securities | 44 | |||
7.12 Registration Rights of the General Partner and its Affiliates | 44 | |||
7.13 Reliance by Third Parties | 47 | |||
ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS | 47 | |||
8.1 Records and Accounting | 47 | |||
8.2 Fiscal Year | 47 | |||
8.3 Reports | 47 | |||
ARTICLE IX TAX MATTERS | 48 | |||
9.1 Tax Returns and Information | 48 | |||
9.2 Tax Elections | 48 | |||
9.3 Tax Controversies | 49 | |||
9.4 Withholding | 49 | |||
ARTICLE X ADMISSION OF PARTNERS | 49 | |||
10.1 Admission of Initial Limited Partners | 49 | |||
10.2 Admission of Substituted Limited Partner | 49 |
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10.3 Admission of Successor General Partner | 50 | |||
10.4 Admission of Additional Limited Partners | 50 | |||
10.5 Amendment of Agreement and Certificate of Limited Partnership | 51 | |||
ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS | 51 | |||
11.1 Withdrawal of the General Partner | 51 | |||
11.2 Removal of the General Partner | 52 | |||
11.3 Interest of Departing Partner and Successor General Partner | 53 | |||
11.4[Reserved] | 54 | |||
11.5 Withdrawal of Limited Partners | 54 | |||
ARTICLE XII DISSOLUTION AND LIQUIDATION | 54 | |||
12.1 Dissolution | 54 | |||
12.2 Continuation of the Business of the Partnership After Dissolution | 55 | |||
12.3 Liquidator | 56 | |||
12.4 Liquidation | 56 | |||
12.5 Cancellation of Certificate of Limited Partnership | 57 | |||
12.6 Return of Contributions | 57 | |||
12.7 Waiver of Partition | 57 | |||
12.8 Capital Account Restoration | 57 | |||
12.9 Certain Prohibited Acts | 57 | |||
ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE | 58 | |||
13.1 Amendment to be Adopted Solely by the General Partner | 58 | |||
13.2 Amendment Procedures | 59 | |||
13.3 Amendment Requirements | 60 | |||
13.4 Special Meetings | 60 | |||
13.5 Notice of a Meeting | 61 | |||
13.6 Record Date | 61 | |||
13.7 Adjournment | 61 | |||
13.8 Waiver of Notice | 61 | |||
13.9 Quorum | 62 | |||
13.10 Conduct of a Meeting | 62 | |||
13.11 Action Without a Meeting | 62 | |||
13.12 Voting and Other Rights | 63 | |||
ARTICLE XIV MERGER | 63 | |||
14.1 Authority | 63 | |||
14.2 Procedure for Merger or Consolidation | 64 | |||
14.3 Approval by Limited Partners of Merger or Consolidation | 65 | |||
14.4 Certificate of Merger | 66 | |||
14.5 Effect of Merger | 66 | |||
ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS | 66 | |||
15.1 Right to Acquire Limited Partner Interests | 66 |
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ARTICLE XVI GENERAL PROVISIONS | 68 | |||
16.1 Addresses and Notices | 68 | |||
16.2 Further Action | 69 | |||
16.3 Binding Effect | 69 | |||
16.4 Integration | 69 | |||
16.5 Creditors | 69 | |||
16.6 Waiver | 69 | |||
16.7 Counterparts | 69 | |||
16.8 Applicable Law | 70 | |||
16.9 Invalidity of Provisions | 70 | |||
16.10 Consent of Partners | 70 | |||
16.11 Amendments to Reflect GP Reorganization Agreement | 70 |
Exhibit A — | Form of Class B Unit Certificate |
iv
PARTNERSHIP OF ENTERPRISE PRODUCTS PARTNERS L.P.
C-1
DEFINITIONS
ORGANIZATION
C-2
C-3
C-4
C-5
C-6
C-7
RIGHTS OF LIMITED PARTNERS
C-8
CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS
C-9
C-10
C-11
C-12
C-13
C-14
C-15
CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTEREST
C-16
C-17
C-18
C-19
C-20
C-21
C-22
C-23
ALLOCATIONS AND DISTRIBUTIONS
C-24
C-25
C-26
C-27
C-28
C-29
C-30
C-31
MANAGEMENT AND OPERATION OF BUSINESS
C-32
C-33
C-34
C-35
C-36
C-37
C-38
C-39
C-40
C-41
C-42
C-43
C-44
C-45
C-46
BOOKS, RECORDS, ACCOUNTING AND REPORTS
C-47
TAX MATTERS
C-48
ADMISSION OF PARTNERS
C-49
C-50
WITHDRAWAL OR REMOVAL OF PARTNERS
C-51
C-52
C-53
DISSOLUTION AND LIQUIDATION
C-54
C-55
C-56
C-57
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
C-58
C-59
C-60
C-61
C-62
MERGER
C-63
C-64
C-65
RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
C-66
C-67
GENERAL PROVISIONS
C-68
C-69
GENERAL PARTNER: | |||||
EPE HOLDINGS, LLC | |||||
By: | |||||
Michael A. Creel | |||||
President and Chief Executive Officer | |||||
LIMITED PARTNERS: | |||||
All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to Powers of Attorney now and hereafter executed in favor of, and granted and delivered to the General Partner. | |||||
By: | EPE Holdings, LLC | ||||
General Partner, as attorney-in-fact for the Limited Partners pursuant to the Powers of Attorney granted pursuant to Section 2.6. | |||||
By: | |||||
Michael A. Creel | |||||
President and Chief Executive Officer |
C-70
C-71
C-72
C-73
C-74
C-75
Estimated | ||||
Proposed Project | Capital Costs | |||
(i) Baton Rouge Fractionator | $ | 20.0 Million | ||
(ii) Tri-State Pipeline | $ | 10.0 Million | ||
(iii) Wilprise Pipeline | $ | 8.0 Million | ||
(iv) NGL Product Chiller | $ | 8.5 Million | ||
Total | $ | 46.5 Million |
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C-84
1 | If the General Partner that adopts this Sixth Amended and Restated Agreement of Limited Partnership so elects in its sole discretion, it shall have the right to insert the following language at this point in the definition: “to the Audit and Conflicts Committee or at any time in the preceding five years or, in the event any such member was previously a member of the Audit and Conflicts Committee of the Predecessor General Partner, at the time of such member’s appointment to the Audit and Conflicts Committee of the Predecessor General Partner.” |
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D-2
DESIGNATED UNITS
D-3
D-4
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D-6
D-7
1100 Louisiana, 10th Floor
Houston, Texas 77002
Attention: President and Chief Executive Officer
600 Travis, Suite 4200
Houston, Texas 77002
Attention: David C. Buck
D-8
Houston, Texas 77002
Attention: President and Chief Executive Officer
1100 Louisiana, 10th Floor
Houston, Texas 77002
Attention: Chief Legal Officer
D-9
D-10
D-11
Partnership: | ||
ENTERPRISE PRODUCTS PARTNERS L.P. | ||
By: ENTERPRISE PRODUCTS GP, LLC, | ||
its general partner |
By: | ||||
Name: | Michael A. Creel | |||
Title: | President and Chief Executive Officer | |||
EPD Unitholder: | ||
DFI DELAWARE HOLDINGS, L.P. | ||
By: DFI DELAWARE GENERAL, LLC, | ||
its general partner |
By: | ||||
Name: | ||||
Title: | ||||
EPCO Holdings: | ||
EPCO HOLDINGS, INC. |
By: | ||||
Name: | ||||
Title: | ||||
E-1