Enterprise Products Partners
L.P.
Common Unit Purchase
Agreement
Houston, Texas
September 3, 2009
EPCO Holdings,
Inc.
1100 Louisiana Street, 10 th Floor
Houston, Texas 77002
Enterprise
Products Partners L.P., a limited partnership organized under the
laws of Delaware (the “ Partnership ”), proposes
to directly sell (the “ Offering ”) to EPCO
Holdings, Inc., a Delaware corporation (“ EPCO
Holdings ”), the number of common units determined as set
forth in Section 3 of this Agreement (the “
Purchased Units ”), each representing a limited
partner interest in the Partnership (“ Common Units
”). Certain terms used herein are defined in
Section 11 hereof. Enterprise Products GP, LLC is
referred to herein as the “ General Partner ,”
and the General Partner, together with the Partnership, is referred
to collectively herein as the “ Enterprise Entities
” or individually as an “ Enterprise Entity
”).
This is to confirm
the agreement among the Partnership and EPCO Holdings concerning
the purchase of the Units from the Partnership by the EPCO
Holdings.
1.
Representations and Warranties . The Partnership represents
and warrants to, and agrees with, EPCO Holdings as set forth below
in this Section 1 .
(a) Formation
and Qualification of the Enterprise Entities . Each of the
Enterprise Entities has been duly formed and is validly existing in
good standing under the laws of the State of Delaware with all
limited liability company or limited partnership, as the case may
be, power and authority necessary to own or hold its properties and
conduct the businesses in which it is engaged and, (i) in the
case of the General Partner, to act as general partner of the
Partnership, and (ii) in the case of the General Partner and
the Partnership, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. Each of the
General Partner and the Partnership is duly registered or qualified
to do business and is in good standing as a foreign limited
liability company or limited partnership, as the case may be, in
each jurisdiction in which its ownership or lease of property or
the conduct of its businesses requires such qualification or
registration, except where the failure to so qualify or register
would not, (i) individually or in the aggregate, have a
material adverse effect on the condition (financial or otherwise),
results of operations, business or prospects of the Partnership and
its subsidiaries, taken as a whole (an “ Enterprise
Material Adverse Effect ”) or (ii) subject the
limited partners of the Partnership to any material liability or
disability.
(b) Valid
Issuance of the Purchased Units . The Purchased Units and the
limited partner interests represented thereby, will be duly
authorized in accordance with the Partnership Agreement and, when
issued and delivered to EPCO Holdings against payment therefor in
accordance with the terms hereof, will be validly issued, fully
paid (to the extent required under the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by
(i) matters described in the Partnership’s Form 10-K for
the year ended December 31, 2008 under the caption “Risk
Factors— Our common unitholders may not have limited
liability if a court finds that limited partner actions constitute
control of our business” and (ii) Sections 17-303
and 17-607 of the Delaware LP Act).
(c)
Authority . Each of the Enterprise Entities has all
requisite limited liability company and limited partnership power
and authority, as the case may be, to execute and deliver this
Agreement for itself or on behalf of the Partnership and for the
Partnership to perform its obligations hereunder. The Partnership
has all requisite power and authority to issue, sell and deliver
the Units, in accordance with and upon the terms and conditions set
forth in this Agreement and the Partnership Agreement.
(d)
Authorization, Execution and Delivery of
Agreements.
(i) This Agreement
has been duly authorized, validly executed and delivered by the
Partnership.
(ii) The
Partnership Agreement has been duly authorized, executed and
delivered by the General Partner and is a valid and legally binding
agreement of the Partnership, enforceable against the Partnership
in accordance with its terms; and
except , with respect to each agreement described in
this Section, as the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws relating to or affecting
creditors’ rights generally and by general principles of
equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(e) No
Conflicts . None of the (i) offering, issuance and sale by
the Partnership of the Purchased Units, (ii) the execution,
delivery and performance of this Agreement by the Partnership, or
(iii) consummation of the transactions contemplated hereby
(A) conflicts or will conflict with or constitutes or will
constitute a violation of any organizational documents of any of
the Enterprise Entities, (B) conflicts or will conflict with
or constitutes or will constitute a breach or violation of, or a
default (or an event that, with notice or lapse of time or both,
would constitute such a default) under, any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or
instrument to which either of the Enterprise Entities is a party or
by which either of them or any of their respective properties may
be bound, (C) violates or will violate any statute, law or
regulation or any order, judgment, decree or injunction of any
court, arbitrator or governmental agency or body having
jurisdiction over either of the Enterprise Entities, or any of
their respective properties or assets, or (D) results or will
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of any of the Enterprise
Entities, which conflicts, breaches, violations, defaults or liens,
in the case of clauses (B) or (D) , would,
individually or in the aggregate, have an Enterprise Material
Adverse Effect.
(f) Investment
Company . None of the Enterprise Entities is now, or after the
sale of the Purchased Units and application of the net proceeds
from such sale as approved by the board of directors of the General
Partner will be, an “investment company” or a company
“controlled by” an “investment company”
within the meaning of the Investment Compan
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