**EXHIBIT 10.3*****Execution Copy*****UNITHOLDER RIGHTS AND RESTRICTIONS AGREEMENT****by and among****ENERGY TRANSFER EQUITY, L.P.,****and****ENTERPRISE GP HOLDINGS, L.P.,****RAY C. DAVIS****and****NATURAL GAS PARTNERS VI, L.P.**
 

 
**UNITHOLDER RIGHTS AND RESTRICTIONS AGREEMENT**     THIS UNITHOLDER RIGHTS AND RESTRICTIONS AGREEMENT (this “Agreement”) is made andentered into as of May 7, 2007, by and among ENERGY TRANSFER EQUITY, L.P., a Delaware limitedpartnership (“ETE”), ENTERPRISE GP HOLDINGS, L.P. (“Investor”), RAY C. DAVIS(“Davis”) and NATURAL GAS PARTNERS VI, L.P. (“NGP”).     This Agreement is made in connection with the sale of 38,976,090 common units of ETE (the“Purchased Units”) to the Investor pursuant to the Securities Purchase Agreement, dated asof May 7, 2007, by and among Davis, Avatar Holdings LLC, Avatar Investments LP, Natural GasPartners VI, L.P., Lon Kile, MHT Properties, Ltd., P. Brian Smith Holdings LP, LE GP, LLC and theInvestor (the “Purchase Agreement”). ETE has agreed to enter into this Agreement pursuantto Section 5.5 of the Purchase Agreement.     In consideration of the mutual covenants and agreements set forth herein and for good andvaluable consideration, the receipt and sufficiency of which is hereby acknowledged by each partyhereto, the parties hereby agree (in the case of the Investors, severally and not jointly) asfollows:**ARTICLE I.****DEFINITIONS**     Section 1.01 Definitions. The terms set forth below are used herein as so defined:     “Agreement” has the meaning specified therefor in the introductory paragraph.     “Affiliate” means any Person that directly, or indirectly through one or moreintermediaries, controls, or is controlled by, or is under common control with, the Personspecified. The term “control” (including the terms “controlling,” “controlled by,” and “undercommon control with”) means the possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of a Person, whether through the ownership of votingsecurities, by contract or otherwise.     “Antitrust Investigation” means any investigation, inquiry, review, proceeding, actionor threatened action taken by a Governmental Authority in enforcing the Antitrust Laws solely inconnection with: (i) the acquisition by Investor of the Purchased Units and membership interestsin the general partner of ETE pursuant to the Purchase Agreement, (ii) the resulting ownership byInvestor of the Purchased Units or membership units in the general partner of ETE as of the date ofthis Agreement or (iii) the possession of rights and powers of Investor provided by this Agreementor otherwise related to the ownership of the membership units in the general partner of ETE or thePurchased Units; provided, in the case of clauses (ii) and (iii), solely with respect tothe assets, business and operations of ETE, the Investor and their Affiliates as of the date ofthis Agreement and not with respect to any subsequent acquisitions by, or changes to the assets,business or operations of, ETE, Investor or their respective Affiliates.     “Antitrust Laws” shall include the Sherman Act, as amended, the Clayton Act, asamended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal,
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state and foreign statutes, rules, regulations, orders, decrees, administrative and judicialdoctrines and other laws that are designed or intended to prohibit, restrict or regulate actionshaving the purpose or effect of monopolization or restraint of trade or lessening of competition.     “Commercially Sensitive Information” has the meaning specified therefor in theStatement of Policies Relating to Relationship with Enterprise Holdings GP, L.P., a copy of whichis attached to this Agreement as Exhibit A and incorporated herein for all purposes, assuch Statement may be amended from time to time.     “Commission” means the Securities and Exchange Commission.     “Common Units” means the common units of ETE.     “Confidential Information” has the meaning specified therefor in Section 4.03 of thisAgreement.     “Demand Registration” has the meaning specified therefor in Section 2.01(a) of thisAgreement.     “Demand Registration Statement” has the meaning specified therefor in Section 2.01(a)of this Agreement.     “Disposition” has the meaning specified therefor in Section 3.01 of this Agreement.     “Divestiture Losses” has the meaning specified therefor in Section 6.01(d) of thisAgreement     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a) of thisAgreement.     “ETE” has the meaning specified therefor in the introductory paragraph.     “ETP” means Energy Transfer Partners, L.P., a Delaware limited partnership.     “Exchange Act” means the Securities Exchange Act of 1934, as amended.     “Final Restricted Period” means the twelve-month period beginning on the dateimmediately after the end of the Initial Restricted Period.     “GAAP” has the meaning specified therefor in Section 4.01(a) of this Agreement.     “Governmental Authority” means any federal, national, supranational, state,provincial, local or other government, governmental, regulatory or administrative authority, agencyor commission or any court, tribunal or judicial or arbitral body, including but not limited to allU.S., state and foreign governmental agencies responsible for enforcing the Antitrust Laws.     “Holder” means the record holder of any Registrable Securities.
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     “Included Registrable Securities” has the meaning specified therefor in Section2.02(a) of this Agreement.     “Initial Restricted Period” means the period from the date of this Agreement throughthe date six months after the date of this Agreement.     “Investor” has the meaning specified therefor in the introductory paragraph.     “Losses” has the meaning specified therefor in Section 2.07(a) of this Agreement.     “Managing Underwriter” means, with respect to any Underwritten Offering, abook-running lead manager of such Underwritten Offering.     “Notice” has the meaning specified therefor in Section 3.04 of this Agreement.     “NYSE” has the meaning specified therefor in Section 3.02 of this Agreement.     “Person” means an individual, corporation, association, trust, limited liabilitycompany, limited partnership, limited liability partnership, partnership, incorporatedorganization, or other entity or group (as defined in Section 13(d)(3) of the Exchange Act).     “Piggyback Registration” has the meaning specified therefor in Section 2.02(a) of thisAgreement.     “Purchase Agreement” has the meaning specified therefor in the Recital of thisAgreement.     “Purchased Units” has the meaning specified therefor in the Recital of this Agreement.     “Registrable Securities” means (i) the Purchased Units and (ii) any Common Unitsissued as (or issuable upon the conversion or exercise of any warrant, right or other securitywhich is issued as) a dividend or other distribution with respect to, or in exchange for or inreplacement of, the Purchased Units, in each case until such time as such securities described inclause (i) or (ii) above cease to be Registrable Securities pursuant to Section 1.02 hereof.     “Registration Expenses” has the meaning specified therefor in Section 2.06(a) of thisAgreement.     “Restricted Periods” means the Initial Restricted Period and the Final RestrictedPeriod.     “Securities Act” means the Securities Act of 1933, as amended.     “Selling Expenses” has the meaning specified therefor in Section 2.07(a) of thisAgreement.     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to aregistration statement.
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     “Standstill Period” means the period from the date of this Agreement through the datethree years from the date of this Agreement.     “Underwritten Offering” means an offering (including an offering pursuant to a DemandRegistration Statement) in which Common Units are sold to an underwriter on a firm commitment basisfor reoffering to the public or an offering that is a “bought deal” with one or more investmentbanks.     Section 1.02 Registrable Securities. Any Registrable Security will cease to be aRegistrable Security when (a) a registration statement covering such Registrable Security has beendeclared effective by the Commission and such Registrable Security has been sold or disposed ofpursuant to such effective registration statement; (b) such Registrable Security has been disposedof pursuant to any section of Rule 144 (or any similar provision then in force under the SecuritiesAct); (c) such Registrable Security is held by ETE or one of its Subsidiaries; or (d) (i) suchRegistrable Security is eligible for resale under Rule 144(k) under the Securities Act and (ii) theHolder of such Registrable Security is able to utilize Rule 144(k) under the Securities Act.**ARTICLE II.****REGISTRATION RIGHTS**     Section 2.01 Demand Registration.     (a) Demand Registration. At any time following the last day of the InitialRestricted Period (“Initial Restriction Expiration Date”), any Holder or Holdersholding an aggregate of not less than 50% of the then outstanding Registrable Securities(“Initial Holders”) may request, by written notice (a “Demand”) to ETE,specifying the number of Registrable Securities desired to be sold (which shall not be lessthan 10% of the Registrable Securities, and which may not exceed the limits set forth inSection 3.01 during the Final Restricted Period), that ETE prepare and file a registrationstatement under the Securities Act (“Demand Registration Statement”) to permit thepublic resale of Registrable Securities either (a) in an Underwritten Offering or (b) fromtime to time as permitted by Rule 415 under the Securities Act (either, a “DemandRegistration”). Promptly upon receipt of a Demand, ETE shall give written noticethereof to all other Holders. All such Holders who notify ETE in writing within fifteen(15) days after the date of such notice that they desire to include Registrable Securitiesin the Demand Registration Statement shall be permitted to do so. ETE shall use itscommercially reasonable efforts to cause a Demand Registration Statement to become effectiveno later than 180 days after the date of the Demand. A Demand Registration Statement filedpursuant to this Section 2.01(a) shall be on such appropriate registration form of theCommission as shall be selected by ETE; provided, however, that if aprospectus or a prospectus supplement will be used in connection with the marketing of anUnderwritten Offering from the Demand Registration Statement and the Managing Underwriterselected by the Selling Holders at any time shall notify ETE in writing that, in the solejudgment of such Managing Underwriter, inclusion of detailed information to be used in suchprospectus or prospectus supplement is of material importance to the success of theUnderwritten Offering of such Registrable Securities, ETE shall use its commercially
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reasonable efforts to include such information in such a prospectus or prospectussupplement. In the case of a shelf registration, ETE will cause a Demand RegistrationStatement filed pursuant to this Section 2.01(a) to be continuously effective under theSecurities Act until all Registrable Securities covered by the Demand Registration Statementhave been distributed in the manner set forth and as contemplated in the Demand RegistrationStatement or there are no longer any Registrable Securities outstanding covered by suchDemand Registration Statement (the “Effectiveness Period”). The Demand RegistrationStatement when declared effective (including the documents incorporated therein byreference) will comply as to form with all applicable requirements of the Securities Act andwill not contain an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein not misleading.As soon as practicable following the date a Demand Registration Statement becomes effective,but in any event within two Business Days after such date, ETE shall provide the SellingHolders with written notice thereof. ETE is obligated to effect only three (3) DemandRegistrations pursuant to this Section 2.01.     (b) Delay Rights. Notwithstanding anything to the contrary contained herein,ETE may, upon written notice to any Selling Holder whose Registrable Securities are includedin a Demand Registration Statement, suspend such Selling Holder’s use of any prospectuswhich is a part of the Demand Registration Statement (in which event the Selling Holdershall discontinue sales of the Registrable Securities pursuant to the Demand RegistrationStatement other than the closing of sales already committed for prior to receipt of suchnotice to suspend) if ETE (i) is pursuing a financing, acquisition, merger, reorganization,disposition or other similar transaction and determines in good faith that its ability topursue or consummate such a transaction would be materially adversely affected by anyrequired disclosure of such transaction in the Demand Registration Statement or (ii) hasexperienced some other material non-public event the disclosure of which at such time, inthe good faith judgment of ETE, would materially adversely affect ETE; provided,however, that in no event shall the Selling Holders be suspended for a periodexceeding an aggregate of 90 days (exclusive of days covered by any lock-up agreementexecuted by a Holder in connection with any Underwritten Offering by ETE or the Holders) inany 365-day period. Upon disclosure of such information or the termination of the conditiondescribed above, ETE shall provide prompt notice to the Selling Holders whose RegistrableSecurities are included in the Demand Registration Statement, and shall promptly terminateany suspension of sales it has put into effect and shall take such other actions to permitregistered sales of Registrable Securities as contemplated in this Agreement.     Section 2.02 Piggyback Registration.     (a) Participation. If ETE at any time proposes to file a registrationstatement or a prospectus supplement to an effective registration statement with respect toan Underwritten Offering of Common Units for its own account or to register any Common Unitsfor its own account for sale to the public in an Underwritten Offering other than (x) aregistration relating solely to employee benefit plans, (y) a registration relating solelyto a Rule 145 transaction, or (z) a registration on any registration form which does notpermit secondary sales or does not include substantially the same information as
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would be required to be included in a registration statement covering the sale ofRegistrable Securities, then, as soon as practicable following the engagement of counsel toETE to prepare the documents to be used in connection with an Underwritten Offering, ETEshall give notice of such proposed Underwritten Offering to the Holders and such noticeshall offer the Holders the opportunity to include in such Underwritten Offering such numberof Registrable Securities as each such Holder may request in writing (a “PiggybackRegistration”); provided, however, that ETE shall not be required tooffer such opportunity to Holders if ETE has been advised by a Managing Underwriter that theinclusion of Registrable Securities for sale for the benefit of the Holders will have amaterial adverse effect on the price, timing or distribution of the Common Units. Subject tothe preceding sentence and subject to Section 2.02(b), ETE shall include in suchUnderwritten Offering all such Registrable Securities (“Included RegistrableSecurities”) with respect to which ETE has received requests within ten days after ETE’snotice has been delivered in accordance with Section 7.01. If no request for inclusion froma Holder is received within the specified time, such Holder shall have no further right toparticipate in such Piggyback Registration. If, at any time after giving written notice ofits intention to undertake an Underwritten Offering and prior to the closing of suchUnderwritten Offering, ETE shall determine for any reason not to undertake or to delay suchUnderwritten Offering, ETE may, at its election, give written notice of such determinationto the Selling Holders and, (x) in the case of a determination not to undertake suchUnderwritten Offering, shall be relieved of its obligation to sell any Included RegistrableSecurities in connection with such terminated Underwritten Offering, and (y) in the case ofa determination to delay such Underwritten Offering, shall be permitted to delay offeringany Included Registrable Securities for the same period as the delay in the UnderwrittenOffering. Any Selling Holder shall have the right to withdraw such Selling Holder’s requestfor inclusion of such Selling Holder’s Registrable Securities in such offering by givingwritten notice to ETE of such withdrawal up to and including the time of pricing of suchoffering. Notwithstanding the foregoing, any Holder may deliver written notice to ETErequesting that such Holder not receive notice from ETE of any proposed UnderwrittenOffering; provided, that such Holder may later revoke any such notice.     (b) Priority of Piggyback Registration. If the Managing Underwriter orUnderwriters of any proposed Underwritten Offering of Common Units included in a PiggybackRegistration advises ETE that the total amount of Common Units which the Selling Holders andany other Persons intend to include in such offering exceeds the number which can be sold insuch offering without being likely to have a material adverse effect on the price, timing ordistribution of the Common Units offered or the market for the Common Units, then the CommonUnits to be included in such Underwritten Offering shall include the number of RegistrableSecurities that such Managing Underwriter or Underwriters advises ETE can be sold withouthaving such material adverse effect, with such number to be allocated pro rata among theSelling Holders who have requested participation in the Piggyback Registration (based, foreach such Selling Holder, on the percentage derived by dividing (A) the number ofRegistrable Securities proposed to be sold by such Selling Holder in such offering; by (B)the aggregate number of Common Units proposed to be sold by the Selling Holders and anyother Persons with registration rights that are paripassu with the rightsof the Holders
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participating in the Piggyback Registration to be included in such offering). If thereare to be any Included Registrable Securities in the proposed Underwritten Offering ofCommon Units, then the Selling Holders representing a majority of the Registrable Securitiesto be sold in the Underwritten Offering shall be entitled to approve one ManagingUnderwriter with respect to the Registrable Securities to be sold in that UnderwrittenOffering.     (c) Termination of Piggyback Registration Rights. The Piggyback Registrationrights granted pursuant to this Section 2.02 shall terminate two years following theRestriction Expiration Date.     Section 2.03 Underwritten Offering. In the event that a Selling Holder elects todispose of Registrable Securities under a Demand Registration Statement pursuant to an UnderwrittenOffering, ETE shall enter into an underwriting agreement in customary form with the ManagingUnderwriter, which shall include, among other provisions, indemnities to the effect and to theextent provided in Section 2.07, and shall take all such other reasonable actions as are requestedby a Managing Underwriter in order to expedite or facilitate the registration and disposition ofthe Registrable Securities. In connection with any Underwritten Offering under this Agreement, amajority of the Selling Holders shall be entitled to select the Managing Underwriter with respectto the Registrable Securities to be sold in that Underwritten Offering. In connection with anUnderwritten Offering under Section 2.01 or 2.02 hereof, each Selling Holder and ETE shall beobligated to enter into an underwriting agreement which contains such representations, covenants,indemnities and other rights and obligations as are customary in underwriting agreements for firmcommitment offerings of securities. No Selling Holder may participate in such UnderwrittenOffering unless such Selling Holder agrees to sell its Registrable Securities on the basis providedin such underwriting agreement and completes and executes all questionnaires, powers of attorney,indemnities, lock-up agreements and other documents reasonably required under the terms of suchunderwriting agreement. Each Selling Holder may, at its option, require that any or all of therepresentations and warranties by, and the other agreements on the part of, ETE to and for thebenefit of such underwriters also be made to and for such Selling Holder’s benefit and that any orall of the conditions precedent to the obligations of such underwriters under such underwritingagreement also be conditions precedent to its obligations. No Selling Holder shall be required tomake any representations or warranties to or agreements with ETE or the underwriters other thanrepresentations, warranties or agreements regarding such Selling Holder and its ownership of thesecurities being registered on its behalf and its intended method of distribution and any otherrepresentation required by law. If any Selling Holder disapproves of the terms of an underwriting,such Selling Holder may elect to withdraw therefrom by notice to ETE and a Managing Underwriter;provided, however, that such withdrawal must be made at or prior to the time ofpricing of such offering to be effective. No such withdrawal or abandonment shall affect ETE’sobligation to pay Registration Expenses.     Section 2.04 Registration Procedures. In connection with its obligations contained inSections 2.01 and 2.02, ETE will, as expeditiously as possible:     (a) prepare and file with the Commission such amendments and supplements to the DemandRegistration Statement and the prospectus used in connection therewith as may be necessaryto keep a Demand Registration Statement that is a shelf registration
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effective for the Effectiveness Period and as may be necessary to comply with theprovisions of the Securities Act with respect to the disposition of all securities coveredby the Demand Registration Statement;     (b) furnish to each Selling Holder (i) as far in advance as reasonably practicablebefore filing any registration statement contemplated by this Agreement or any supplement oramendment thereto, upon request, copies of reasonably complete drafts of all such documentsproposed to be filed (including furnishing or making available exhibits and each documentincorporated by reference therein to the extent then required by the rules and regulationsof the Commission), and provide each such Selling Holder the opportunity to object to anyinformation pertaining to such Selling Holder and its plan of distribution that is containedtherein and make the corrections reasonably requested by such Selling Holder with respect tosuch information prior to filing such registration statement or supplement or amendmentthereto, and (ii) such number of copies of such registration statement and the prospectusincluded therein and any supplements and amendments thereto as such Persons may reasonablyrequest in order to facilitate the public sale or other disposition of the RegistrableSecurities covered by such registration statement;     (c) if applicable, use its commercially reasonable efforts to register or qualify theRegistrable Securities covered by any registration statement contemplated by this Agreementunder the securities or blue sky laws of such jurisdictions as the Selling Holders or, inthe case of an Underwritten Offering, the Managing Underwriter, shall reasonably request,provided that ETE will not be required to qualify generally to transact business inany jurisdiction where it is not then required to so qualify or to take any action whichwould subject it to general service of process or taxation in any such jurisdiction where itis not then so subject;     (d) promptly notify each Selling Holder and each underwriter, at any time when aprospectus relating thereto is required to be delivered under the Securities Act, of (i) thefiling of any registration statement contemplated by this Agreement or any prospectus orprospectus supplement to be used in connection therewith, or any amendment or supplementthereto, and, with respect to such registration statement contemplated by this Agreement,when the same has become effective; and (ii) any written comments from the Commission withrespect to any filing referred to in clause (i) and any written request by the Commissionfor amendments or supplements to any registration statement contemplated by this Agreementor any prospectus or prospectus supplement thereto;     (e) immediately notify each Selling Holder and each underwriter, at any time when aprospectus relating thereto is required to be delivered under the Securities Act, of (i) thehappening of any event as a result of which the prospectus or prospectus supplementcontained in any registration statement contemplated by this Agreement, as then in effect,includes an untrue statement of a material fact or omits to state any material fact requiredto be stated therein or necessary to make the statements therein not misleading in the lightof the circumstances then existing; (ii) the issuance or threat of issuance by theCommission of any stop order suspending the effectiveness of any
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registration statement contemplated by this Agreement, or the initiation of anyproceedings for that purpose; or (iii) the receipt by ETE of any notification with respectto the suspension of the qualification of any Registrable Securities for sale under theapplicable securities or blue sky laws of any jurisdiction. Following the provision of suchnotice, ETE agrees to as promptly as practicable amend or supplement the prospectus orprospectus supplement or take other appropriate action so that the prospectus or prospectussupplement does not include an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statements therein notmisleading in the light of the circumstances then existing and to take such other action asis necessary to remove a stop order, suspension, threat thereof or proceedings relatedthereto;     (f) furnish to each Selling Holder copies of any and all transmittal letters or othercorrespondence with the Commission or any other governmental agency or self-regulatory bodyor other body having jurisdiction (including any domestic or foreign securities exchange)relating to such offering of Registrable Securities;     (g) furnish within 30 days of a written request, which may be made from time to time,whether in the case of an Underwritten Offering or otherwise in connection with the sale orresale of the Registrable Securities, (i) an opinion of counsel for ETE, dated the effectivedate of the applicable registration statement or the date of any amendment or supplementthereto, and a letter of like kind dated the date of the closing under the underwritingagreement, if any, and (ii) a “comfort letter,” dated the effective date of the applicableregistration statement or the date of any amendment or supplement thereto and a letter oflike kind dated the date of the closing under the underwriting agreement, if any, in eachcase, signed by the independent public accountants who have certified ETE’s financialstatements included or incorporated by reference into the applicable registration statement,and each of the opinion and the “comfort letter” shall be in customary form and coveringsubstantially the same matters with respect to such registration statement (and theprospectus and any prospectus supplement included therein) and as are customarily covered inopinions of issuer’s counsel and in accountants’ letters delivered to the underwriters inUnderwritten Offerings of securities, and such other matters as such underwriters mayreasonably request;     (h) otherwise use its commercially reasonable efforts to comply with all applicablerules and regulations of the Commission, and make available to its security holders, as soonas reasonably practicable, an earnings statement covering the period of at least 12 months,but not more than 18 months, beginning with the first full calendar month after theeffective date of such registration statement, which earnings statement shall satisfy theprovisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;     (i) make available to the appropriate representatives of the Managing Underwriter andSelling Holders access to such information and ETE personnel as is reasonable and customaryto enable such parties to establish a due diligence defense under the Securities Act;provided that ETE need not disclose any information to any
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such representative unless and until such representative has entered into aconfidentiality agreement with ETE;     (j) cause all such Registrable Securities registered pursuant to this Agreement to belisted on each securities exchange or nationally recognized quotation system on whichsimilar securities issued by ETE are then listed;     (k) use its commercially reasonable efforts to cause the Registrable Securities to beregistered with or approved by such other governmental agencies or authorities as may benecessary by virtue of the business and operations of ETE to enable the Selling Holders toconsummate the disposition of such Registrable Securities;     (l) provide a transfer agent and registrar for all Registrable Securities covered bysuch registration statement not later than the effective date of such registrationstatement;     (m) enter into customary agreements and take such other actions as are reasonablyrequested by the Selling Holders or the underwriters, if any, in order to expedite orfacilitate the disposition of such Registrable Securities; and     (n) notify the Selling Holders in advance of ETE’s or any affiliate’s intent to conductany repurchase of Common Units, whether in the open market, through privately negotiatedtransactions, by tender offer or otherwise.Each Selling Holder, upon receipt of notice from ETE of the happening of any event of the kinddescribed in subsection (e) of this Section 2.04, shall forthwith discontinue disposition of theRegistrable Securities until such Selling Holder’s receipt of the copies of the supplemented oramended prospectus contemplated by subsection (e) of this Section 2.04 or until it is advised inwriting by ETE that the use of the prospectus may be resumed, and has received copies of anyadditional or supplemental filings incorporated by reference in the prospectus, and, if so directedby ETE, such Selling Holder will, or will request the managing underwriter or underwriters, if any,to deliver to ETE (at ETE’s expense) all copies in their possession or control, other thanpermanent file copies then in such Selling Holder’s possession, of the prospectus covering suchRegistrable Securities current at the time of receipt of such notice.     Section 2.05 Cooperation by Holders. ETE shall have no obligation to include in anyDemand Registration units of a Holder or in a Piggyback Registration units of a Selling Holder whohas failed to timely furnish all such information which, in the opinion of counsel to ETE, isreasonably required in order for the registration statement or any prospectus or prospectussupplement thereto, as applicable, to comply with the Securities Act.     Section 2.06 Expenses.     (a) Certain Definitions. “Registration Expenses” means all expensesincident to ETE’s performance under or compliance with this Agreement to effect theregistration of Registrable Securities in a Demand Registration or a Piggyback Registration,and the disposition of such securities, including, without limitation, all registration,filing, securities exchange listing and NYSE fees, all registration, filing, qualificationand other
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fees and expenses of complying with securities or blue sky laws, fees of the NationalAssociation of Securities Dealers, Inc., transfer taxes and fees of transfer agents andregistrars, all word processing, duplicating and printing expenses, the fees anddisbursements of counsel and independent public accountants for ETE, including the expensesof any special audits or “comfort letters” required by or incident to such performance andcompliance. Except as otherwise provided in Section 2.07 hereof, ETE shall not beresponsible for legal fees incurred by Holders in connection with the exercise of suchHolders’ rights hereunder. In addition, ETE shall not be responsible for any “SellingExpenses,” which means all underwriting fees, discounts and selling commissionsallocable to the sale of the Registrable Securities.     (b) Expenses. ETE will pay all Registration Expenses in connection with anyDemand Registration Statement filed pursuant to Section 2.01(a) of this Agreement and ETEwill pay all Registration Expenses in connection with a Piggyback Registration, whether ornot the Demand Registration Statement becomes effective or any sale is made pursuant to aDemand Registration or Piggyback Registration. Each Selling Holder shall pay all SellingExpenses in connection with any sale of its Registrable Securities hereunder.     Section 2.07 Indemnification.     (a) By ETE. In the event of a registration of any Registrable Securities underthe Securities Act pursuant to this Agreement, ETE will indemnify and hold harmless eachSelling Holder thereunder, its directors and officers and each underwriter, pursuant to theapplicable underwriting agreement with such underwriter of Registrable Securities thereunderand each Person, if any, who controls such Selling Holder or underwriter within the meaningof the Securities Act and the Exchange Act, against any losses, claims, damages, expenses orliabilities (including reasonable attorneys’ fees and expenses) (collectively,“Losses”), joint or several, to which such Selling Holder, director, officer,underwriter or controlling Person may become subject under the Securities Act, the ExchangeAct or otherwise, insofar as such Losses (or actions or proceedings, whether commenced orthreatened, in respect thereof) arise out of or are based upon any untrue statement oralleged untrue statement of any material fact contained in any registration statementcontemplated by this Agreement, any preliminary prospectus or final prospectus containedtherein, or any amendment or supplement thereof, or arise out of or are based upon theomission or alleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein (in the case of a prospectus, in light of thecircumstances under which they were made) not misleading, and will reimburse each suchSelling Holder, its directors and officers, each such underwriter and each such controllingPerson for any legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such Loss or actions or proceedings; provided,however, that ETE will not be liable in any such case if and to the extent that anysuch Loss arises out of or is based upon an untrue statement or alleged untrue statement oromission or alleged omission so made in conformity with information furnished by suchSelling Holder, such underwriter or such controlling Person in writing specifically for usein any registration statement contemplated by this Agreement or any prospectus containedtherein or any amendment or supplement thereof,
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as applicable. Such indemnity shall remain in full force and effect regardless of anyinvestigation made by or on behalf of such Selling Holder or any such director, officer,underwriter or controlling Person, and shall survive the transfer of such securities by suchSelling Holder.     (b) By Each Selling Holder. Each Selling Holder agrees severally and notjointly to indemnify and hold harmless ETE, its directors and officers, and each Person, ifany, who controls ETE within the meaning of the Securities Act or of the Exchange Act to thesame extent as the foregoing indemnity from ETE to the Selling Holders, but only withrespect to information regarding such Selling Holder furnished in writing by or on behalf ofsuch Selling Holder expressly for inclusion in any registration statement contemplated bythis Agreement or any prospectus contained therein or any amendment or supplement thereofrelating to the Registrable Securities; provided, however, that theliability of each Selling Holder shall not be greater in amount than the dollar amount ofthe proceeds (net of any Selling Expenses) received by such Selling Holder from the sale ofthe Registrable Securities giving rise to such indemnification.     (c) Notice. Promptly after receipt by an indemnified party hereunder of noticeof the commencement of any action, such indemnified party shall, if a claim in respectthereof is to be made against the indemnifying party hereunder, notify the indemnifyingparty in writing thereof, but the omission so to notify the indemnifying party shall notrelieve it from any liability which it may have to any indemnified party other than underthis Section 2.07. In any action brought against any indemnified party, it shall notify theindemnifying party of the commencement thereof. The indemnifying party shall be entitled toparticipate in and, to the extent it shall wish, to assume and undertake the defense thereofwith counsel reasonably satisfactory to such indemnified party and, after notice from theindemnifying party to such indemnified party of its election so to assume and undertake thedefense thereof, the indemnifying party shall not be liable to such indemnified party underthis Section 2.07 for any legal expenses subsequently incurred by such indemnified party inconnection with the defense thereof other than reasonable costs of investigation and ofliaison with counsel so selected; provided, however, that, (i) if theindemnifying party has failed to assume the defense and employ counsel or (ii) if thedefendants in any such action include both the indemnified party and the indemnifying partyand counsel to the indemnified party shall have concluded that there may be reasonabledefenses available to the indemnified party that are different from or additional to thoseavailable to the indemnifying party, or if the interests of the indemnified party reasonablymay be deemed to conflict with the interests of the indemnifying party, then the indemnifiedparty shall have the right to select a separate counsel and to assume such legal defense andotherwise to participate in the defense of such action, with the reasonable expenses andfees of such separate counsel and other reasonable expenses related to such participation tobe reimbursed by the indemnifying party as incurred. Notwithstanding any other provision ofthis Agreement, no indemnifying party shall settle any action brought against an indemnifiedparty with respect to which such indemnified party is entitled to indemnification hereunderwithout the consent of the indemnified party, unless the settlement thereof imposes noliability or obligation on, and includes a complete and unconditional release from allliability of, the indemnified party.
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     (d) Contribution. If the indemnification provided for in this Section 2.07 isheld by a court or government agency of competent jurisdiction to be unavailable to ETE orany Selling Holder in respect of any Losses, then each such indemnifying party, in lieu ofindemnifying such indemnified party, shall contribute to the amount paid or payable by suchindemnified party as a result of such Losses as between ETE on the one hand and such SellingHolder on the other, in such proportion as is appropriate to reflect the relative fault ofETE on the one hand and of such Selling Holder on the other in connection with thestatements or omissions which resulted in such Losses, as well as any other relevantequitable considerations; provided, however, that in no event shall suchSelling Holder be required to contribute an aggregate amount in excess of the dollar amountof proceeds (net of Selling Expenses) received by such Selling Holder from the sale ofRegistrable Securities giving rise to such indemnification. The relative fault of ETE onthe one hand and each Selling Holder on the other shall be determined by reference to, amongother things, whether the untrue or alleged untrue statement of a material fact or theomission or alleged omission to state a material fact has been made by, or relates to,information supplied by such party, and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission. The partieshereto agree that it would not be just and equitable if contributions pursuant to thisparagraph were to be determined by pro rata allocation or by any other method of allocationwhich does not take account of the equitable considerations referred to in the firstsentence of this paragraph. The amount paid by an indemnified party as a result of theLosses referred to in the first sentence of this paragraph shall be deemed to include anylegal and other expenses reasonably incurred by such indemnified party in connection withinvestigating or defending any Loss which is the subject of this paragraph. No person guiltyof fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any Person who is not guilty of such fraudulentmisrepresentation.     (e) Other Indemnification. The provisions of this Section 2.07 shall be inaddition to any other rights to indemnification or contribution which an indemnified partymay have pursuant to law, equity, contract or otherwise.     Section 2.08 Rule 144 Reporting. With a view to making available the benefits ofcertain rules and regulations of the Commission that may permit the sale of the RegistrableSecurities to the public without registration, ETE agrees to use its commercially reasonableefforts to:     (a) Make and keep public information regarding ETE available, as those terms areunderstood and defined in Rule 144 of the Securities Act, at all times from and after thedate hereof;     (b) File with the Commission in a timely manner all reports and other documentsrequired of ETE under the Securities Act and the Exchange Act at all times from and afterthe date hereof; and     (c) So long as a Holder owns any Registrable Securities, furnish to such Holderforthwith upon request a copy of the most recent annual or quarterly report of
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ETE, and such other reports and documents so filed as such Holder may reasonablyrequest in availing itself of any rule or regulation of the Commission allowing such Holderto sell any such securities without registration.     Section 2.09 Transfer or Assignment of Registration Rights. The rights to cause ETEto register Registrable Securities granted to the Investor by ETE under this Article II may betransferred or assigned by the Investor to one or more transferee(s) or assignee(s) of suchRegistrable Securities that is an Affiliate of Investor, provided that (a) ETE is givenwritten notice prior to any said transfer or assignment, stating the name and address of each suchtransferee and identifying the securities with respect to which such registration rights are beingtransferred or assigned, (b) each such transferee agrees to be bound by the terms of thisAgreement, and (c) such transferee would own Registrable Securities at the time of such transferthat have a market value of not less than $25 million.     Section 2.10 Information by Holder. Any Holder or Holders of Registrable Securitiesincluded in any registration shall promptly furnish to ETE all such information regarding suchHolder or Holders and the distribution proposed by such Holder or Holders as ETE may reasonablyrequest and as shall be required in connection with any registration, qualification or compliancereferred to herein.     Section 2.11 Limitation on Subsequent Registration Rights. From and after the datehereof until the termination of the Investor’s piggyback registration rights pursuant to Section2.02(c) hereof, ETE shall not, without the prior written consent of the Holders of a majority ofthe then outstanding Registrable Securities, enter into any agreement with any current or futureholder of any securities of ETE that would allow such current or future holder to require ETE toinclude securities in any registration statement filed by ETE on a basis that would give suchholder priority in any way over the piggyback rights granted to the Investor under Section 2.02hereof.**ARTICLE III.****TRANSFER RESTRICTIONS**     Section 3.01 Restricted Period. Except as permitted under Section 3.04, Investor,Davis and NGP each agrees that (i) during the Initial Restricted Period, with respect to 100percent of the Common Units owned by such party or its Affiliates set forth on Schedule3.01 hereto, and (ii) during the Final Restricted Period, with respect to 50 percent of theCommon Units owned by such party or its Affiliates set forth on Schedule 3.01 hereto, itwill not (a) loan, offer, pledge, sell, contract to sell, sell any option or contract to purchase,purchase any option or contract to sell, grant any option, right or warrant to purchase orotherwise transfer or dispose of, directly or indirectly, such Common Units or any securityconvertible into or exchangeable for such Common Units, or (b) enter into any swap or otherarrangement that transfers to another, in whole or in part, any of the economic consequences ofownership of such Common Units, whether any such transaction described in clause (a) or (b) aboveis settled by delivery of such Common Units or other securities, in cash or otherwise (anydisposition or arrangement described in clause (a) or (b) above being referred to herein as a“Disposition”), or publicly disclose any intent to make any Disposition, without, in eachcase, the prior written consent of ETE.
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     Section 3.02 Orderly Market. Investor acknowledges that the maintenance of an orderlymarket in the Common Units is in the best interests of ETE, Investor and other holders of CommonUnits. Investor agrees, unless (a) it shall have the prior written consent of ETE or (b) suchoffer(s) and sale(s) are pursuant to an Underwritten Offering, Investor shall not sell, or offer tosell, after the Initial Restriction Expiration Date, Common Units on the New York Stock Exchange(“NYSE”) or any other public market upon which the Common Units are then traded, on anytrading day in an amount in excess of 10% of the average daily trading volume of the Common Unitson the NYSE, or such other market, for the previous ten trading days, or such other amount as maybe mutually agreed upon in writing by ETE and Investor.     Section 3.03 “Lock-up” Agreement. Investor agrees that so long as Investor and itsAffiliates own 5% or more of the outstanding Common Units, Investor and any Affiliate of Investorowning Common Units will, upon request of a Managing Underwriter in connection with an UnderwrittenOffering, enter into a lock-up agreement with such Managing Underwriter, the terms of which shallprovide that Investor and such Affiliates will not, for a period of no more than 90 days followingthe closing of such Underwritten Offering: (a) loan, offer, pledge, sell, contract to sell, sellany option or contract to purchase, purchase any option or contract to sell, grant any option,right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, anyCommon Units or any securities convertible into or exchangeable for Common Units, or (b) enter intoany swap or other arrangement that transfers to another, in whole or in part, any of the economicconsequences of ownership of Common Units, whether any such transaction described in clause (a) or(b) above is settled by delivery of Common Units or other securities, in cash or otherwise. Theforegoing provision of this Section 3.03 shall only be applicable to Investor and its Affiliates if(i) all other holders of more than 5% of the outstanding Common Units that are Affiliates of ETEand (ii) all executive officers and directors of ETE also agree to a similar lock-up agreement.     Section 3.04 Permitted Dispositions. Notwithstanding the provisions of Section 3.01,during the Restricted Periods, Investor, Davis and NGP may (a) sell, transfer or otherwise disposeof such Common Units in a private transaction, without the prior written consent of ETE, to itsrespective Affiliate that agrees in writing with ETE to be bound by the terms of this Agreement,(b) pledge the Purchased Units as security for bona fide loans, letters of credit, interest rate orother hedging transactions and related fees, costs, indemnities and other obligations from one ormore third parties who are not Affiliates of such party, (c) sell all or a portion of such CommonUnits, as a result of any divestiture ordered by, or agreed to with, a Governmental Authority. Inaddition, Article III shall also not restrict or affect the manner of sale or other disposition ofany Common Units in connection with any foreclosure or other disposition after default of a lenderor other counterparty in connection with the pledge of such securities for bona fide loans, lettersof credit, interest rate or other hedging transactions and related fees, costs, indemnities andother obligations from one or more third parties who are not Affiliates of such party and shall notapply to any permitted transferee who does not assume the rights and obligations of Investor, Davisor NGP in accordance with Section 7.12 of this Agreement.     Section 3.05 Legends. Investor, Davis and NGP acknowledge that the certificatesrepresenting the Common Units subject to Section 3.01 of this Agreement may bear, in addition to acustomary legend relating to restrictions under the Securities Act, the restrictive legend set
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forth below evidencing the terms of this Agreement and that stop transfer instructions may beimposed with respect to the certificates representing the applicable Common Units during theRestricted Periods. EPE shall remove the following restrictive legend after the end of theapplicable Restricted Periods upon exchange of the existing certificates.     **The Common Units evidenced by this certificate are subject to restrictions ontransfer set forth in Section 3.01 of the Unitholder Rights and RestrictionsAgreement dated as of May ___, 2007. A copy of this agreement will be furnished bythe Partnership upon request.****ARTICLE IV.****INFORMATION RIGHTS AND CONFIDENTIALITY**     Section 4.01 Information Rights. Investor shall be entitled to obtain, upon request,any of the following information from ETE, for the sole purpose of monitoring Investor’s investmentin the Purchased Units:     (a) as soon as practicable, but in any event within 120 days after the end of eachfiscal year of ETE, a consolidated audited financial statement of ETE consisting of abalance sheet, a statement of operations, a statement of partners’ capital and a statementof cash flows, together with appropriate notes to such financial statements, prepared inaccordance with general accepted accounting principals (“GAAP”);     (b) as soon as practicable, but in any event within 60 days after the end of eachfiscal quarter of ETE, an unaudited consolidated financial statement of ETE, consisting of abalance sheet, statement of operations, statement of partners’ capital and a statement ofcash flows, together with appropriate notes to such financial statements, prepared inaccordance with GAAP; and     (c) such other information relating to the financial condition, business or corporateaffairs of ETE as Investor may reasonably request; provided, however, ETEshall not be obligated to provide any information pursuant to this clause (c) that (i) ETEreasonably determines in good faith to be Commercially Sensitive Information or (ii) wouldadversely affect the attorney-client privilege between ETE and its counsel.     Section 4.02 Reporting Company Exception. The rights granted to Investor to obtaininformation described in clauses (a) and (b) of Section 4.01 shall not be applicable so long as ETEis subject to the reporting requirements of Section 15(d) of the Exchange Act or the Common Unitsare registered under Section 12 of the Exchange Act.     Section 4.03 Confidentiality. Investor agrees that it will keep confidential and willnot disclose, divulge or use for any purpose, other than to monitor its investment in ETE, anyConfidential Information (as defined below) obtained from ETE pursuant to the terms of thisAgreement; provided, however, Investor may disclose Confidential Information: (i)to its attorneys, accountants and other professional advisors who have a need to know suchinformation in connection with monitoring of Investor’s investment in ETE (subject to each suchauthorized recipient of such confidential information agreeing to keep such informationconfidential and provided that Investors shall be liable for any breach of confidentialityby any
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such recipient); (ii) in its periodic reports required under the Exchange Act or anyregistration statement or prospectus under the Securities Act to the extent, and only to theextent: (A) Investor is advised by legal counsel that such disclosure is required to comply withthe Securities Act or the Exchange Act and the rules and regulations of the Commission promulgatedthereunder, (B) Investor takes reasonable steps to minimize the extent of any such requireddisclosure, and (C) Investor advises ETE of any such proposed disclosure prior to its filing andconsults with ETE as to the nature and extent of such disclosure; or (iii) as may otherwise berequired by law, provided that Investor takes reasonable steps to minimize the extent ofany such required disclosure. “Confidential Information” shall mean any confidentialinformation regarding ETE excluding information that (a) is known or becomes known to the public ingeneral (other than as a result of a breach of this Section 4.02 by Investor), (b) is or has beenindependently developed or conceived by the Investor without the use of ETE’s confidentialinformation, or (c) is or has been made known or disclosed to the Investor by a third party withouta breach of any obligation of confidentiality such third party may have to ETE.     Section 4.04 Trading. Investor acknowledges that the receipt of material non-publicinformation pursuant to this Agreement may restrict the ability of Investor to trade in securitiesof ETE, ETP or their respective Affiliates.     Section 4.05 Investor’s SEC Reporting. Nothing in this Agreement shall obligate ETE,ETP or any of their respective subsidiaries to (a) make any representations or warranties, orotherwise provide any indemnification, in connection with any report filed by Investor or any ofits Affiliates (other than ETE) pursuant to the Exchange Act or any registration statement orprospectus of Investor or any of its Affiliates (other than of ETE) under the Securities Act, (b)deliver any “comfort letter” to any underwriter, placement agent or purchaser in connection withany offering by Investor or any of its Affiliates (other than ETE) of securities issued by them, or(c) otherwise subject ETE, ETP or any of their subsidiaries to liability for any report filed byInvestor or any of its Affiliates (other than ETE) pursuant to the Exchange Act or any registrationstatement or prospectus of the Investor or any of its Affiliates (other than ETE) under theSecurities Act.**ARTICLE V.****STANDSTILL**     Investor agrees that during the Standstill Period, it shall not, and agrees to cause itsAffiliates not to, directly or indirectly without the prior written consent of the Board ofDirectors of LE GP, LLC: (a) in any manner acquire, agree to acquire or make a proposal to acquireany Common Units or other securities or other property of ETE, ETP or any of their respectiveAffiliates if such acquisition would cause Investor and its Affiliates to collectively own CommonUnits in excess of 49.9% of the then outstanding Common Units, or (b) form or join or in any wayparticipate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respectto any voting securities of ETE, ETP or any of their respective Affiliates, other than a “group”consisting of one or more of the members of the general partner of ETE or ETP or Investor and itsAffiliates.
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**ARTICLE VI.****GOVERNMENTAL APPROVAL**     Section 6.01 Consents and Approvals.     (a) Investor and ETE shall each use all commercially reasonable efforts to obtain allnecessary consents, waivers, authorizations and approvals of all Governmental Authoritiesand of all other Persons required in connection with the execution and delivery by suchparty of this Agreement and the Purchase Agreement and the consummation of the transactionscontemplated by this Agreement and the Purchase Agreement, and the Investor and ETE willcooperate fully with each other in promptly seeking to obtain all such authorizations,consents, orders and approvals, to give such notices and to make such filings.     (b) Investor and ETE shall, in connection with their efforts to obtain all requisitematerial approvals and authorizations for the transactions contemplated by this Agreementand the Purchase Agreement, use commercially reasonable best efforts to (i) supply promptlyany information and documentary materials requested by, and cooperate with, any AntitrustInvestigation, (ii) promptly inform the other party of any communication received from, orgiven to, any Governmental Authority and of any material communication received or given inconnection with any Antitrust Investigation, and (iii) permit the other party to review anycommunication given by it to, and consult with other parties in advance of, any meeting orconference with, any Governmental Authority and give the other parties the opportunity toattend and participate in such meetings and conferences.     (c) Notwithstanding anything to the contrary in Section 6.01(a) or elsewhere in thisAgreement, nothing in this Agreement shall obligate ETE, ETP or any of their respectivesubsidiaries to divest, accept any condition, take any action or agree to any limitationwith respect to any of its business, operations or assets, each, a “DivestitureAction”, in order to resolve any Antitrust Investigation or otherwise.     (d) In the event any Governmental Authority requires ETE, ETP, or any of theirrespective subsidiaries to take any Divestiture Action and ETE, ETP or any of theirrespective subsidiaries takes any such actions to resolve any Antitrust Investigation,Investor hereby agrees to indemnify and hold harmless ETE, ETP and their respectivesubsidiaries against any and all fines, penalties, expenses, damages and losses incurred byETE, ETP or any of their respective subsidiaries (including all consequential damages, butexcluding any punitive or exemplary damages) in connection with such Divestiture Action(“Divestiture Losses”). Projected cash flows obtained in connection with theacquisition of alternative assets directly or indirectly with the proceeds of any suchDivestiture Action compared to the projected cash flows of the assets divested may beconsidered in connection with the determination of the amount of damages and losses. Inaddition, the strategic value of any asset subject to a Divestiture Action by ETE, ETP orany of their respective subsidiaries, including any consequential diminution in value of anyother assets of ETE, ETP or any of their respective subsidiaries, may be considered indetermining the amount of damages or loss incurred by ETE, ETP and their respective
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subsidiaries in connection with any such Divestiture Action. ETE shall not be entitledto multiple recovery for any Divestiture Losses, including any indirect Losses to ETE forwhich EPE has compensated ETP or its subsidiaries directly.**ARTICLE VII.****MISCELLANEOUS**     Section 7.01 Communications. All notices and other communications provided for orpermitted hereunder shall be made in writing by facsimile, courier service or personal delivery:     (a) if to the Investor, 1100 Louisiana, 10th Floor, Houston, Texas 77002, Attn:President;     (b) if to ETE, at 2828 Woodside Street, Dallas, Texas 75204, or     (c) such other address as a party hereto may specify in writing, notice of which isgiven in accordance with the provisions of this Section 3.01.All such notices and communications shall be deemed to have been received at the time delivered byhand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent viaInternet electronic mail; and when actually received, if sent by any other means.     Section 7.02 Successor and Assignees. This Agreement shall inure to the benefit ofand be binding upon the successors and permitted assignees of each of the parties, includingsubsequent Holders of Registrable Securities to the extent permitted herein.     Section 7.03 Recapitalization, Exchanges, etc. Affecting the Common Units. Theprovisions of this Agreement shall apply to the full extent set forth herein with respect to anyand all units of ETE or any successor or assignee of ETE (whether by merger, consolidation, sale ofassets or otherwise) which may be issued in respect of, in exchange for or in substitution of, theRegistrable Securities, and shall be appropriately adjusted for combinations, unit splits,recapitalizations and the like occurring after the date of this Agreement.     Section 7.04 Specific Performance. Damages in the event of breach of this Agreementby a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreedthat each such party, in addition to and without limiting any other remedy or right it may have,will have the right to an injunction or other equitable relief in any court of competentjurisdiction, enjoining any such breach, and enforcing specifically the terms and provisionshereof, and each of the parties hereto hereby waives any and all defenses it may have on the groundof lack of jurisdiction or competence of the court to grant such an injunction or other equitablerelief. The existence of this right will not preclude any such party from pursuing any otherrights and remedies at law or in equity which such party may have.     Section 7.05 Counterparts. This Agreement may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which counterparts,when so executed and delivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute but one and the same Agreement.
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     Section 7.06 Headings. The headings in this Agreement are for convenience ofreference only and shall not limit or otherwise affect the meaning hereof.     Section 7.07 Governing Law. The laws of the State of New York shall govern thisAgreement without regard to principles of conflict of laws.     Section 7.08 Severability of Provisions. Any provision of this Agreement which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective tothe extent of such prohibition or unenforceability without invalidating the remaining provisionshereof or affecting or impairing the validity or enforceability of such provision in any otherjurisdiction.     Section 7.09 Entire Agreement. This Agreement is intended by the parties as a finalexpression of their agreement and intended to be a complete and exclusive statement of theagreement and understanding of the parties hereto in respect of the subject matter containedherein. There are no restrictions, promises, warranties or undertakings, other than those setforth or referred to herein with respect to the rights granted by ETE set forth herein. ThisAgreement supersedes all prior agreements and understandings between the parties with respect tosuch subject matter.     Section 7.10 Amendment. This Agreement may be amended only by means of a writtenamendment signed by ETE and the Holders of a majority of the then outstanding RegistrableSecurities.     Section 7.11 No Presumption. In the event any claim is made by a party relating toany conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof orpersuasion shall be implied by virtue of the fact that this Agreement was prepared by or at therequest of a particular party or its counsel.     Section 7.12 Successors and Assigns; Third-Party Beneficiaries. This Agreement shallinure to the benefit of, and be binding upon, the parties hereto and their respective successorsand permitted assigns. Except as expressly permitted herein, no party shall be entitled to assignits rights or benefits hereunder to any other person without the consent of each of the otherparties hereto. Nothing in this Agreement shall confer upon any person not a party to thisAgreement, or its legal representatives, any rights or remedies of any nature or kind whatsoeverunder or by reason of this Agreement. The rights and remedies expressly provided to ETE for Lossesthat may be incurred by ETE and the subsidiaries of ETE and ETP pursuant to Section 6.01 hereof,ETE shall be enforceable solely by ETE any not by any other party.[The remainder of this page is intentionally left blank.]
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.         **ETE****:**           **ENERGY TRANSFER EQUITY, L.P.**           By: LE GP, LLC, its general partner           By: /s/ John W. McReynolds            Name: John W. McReynolds    Title: President           **INVESTOR****:**           **ENTERPRISE GP HOLDINGS, L.P.**    By: EPE Holdings, LLC, its general partner           By: /s/ Michael A. Creel           Name: Michael A. Creel, CEO           **DAVIS****:**           /s/ Ray C. Davis         Ray C. Davis           **NGP****:**           **NATURAL GAS PARTNERS VI, L.P.**               By: G.F.W. Energy VI, L.P.,      its general partner                  By:  GFW VI, L.L.C.,        its general partner                    By:  /s/ Kenneth Hersh                     An Authorized Member  
 

 
Schedule 3.01