exv10w2



 





Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG




ENTERPRISE GP HOLDINGS L.P.




AND




THE PURCHASERS NAMED ON EXHIBIT A HERETO




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Registrable Securities
	 	 	3	 
	Section 1.03 Rights and Obligations
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II REGISTRATION RIGHTS
	 	 	3	 
	 
	 	 	 	 
	Section 2.01 Shelf Registration
	 	 	3	 
	Section 2.02 Piggyback Rights
	 	 	5	 
	Section 2.03 Underwritten Offerings
	 	 	7	 
	Section 2.04 Sale Procedures
	 	 	8	 
	Section 2.05 Cooperation by Holders
	 	 	11	 
	Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities
	 	 	12	 
	Section 2.07 Expenses
	 	 	12	 
	Section 2.08 Indemnification
	 	 	13	 
	Section 2.09 Rule 144 Reporting
	 	 	15	 
	Section 2.10 Transfer or Assignment of Registration Rights
	 	 	15	 
	Section 2.11 Limitation on Subsequent Registration Rights
	 	 	15	 
	 
	 	 	 	 
	ARTICLE III MISCELLANEOUS
	 	 	16	 
	 
	 	 	 	 
	Section 3.01 Communications
	 	 	16	 
	Section 3.02 Successor and Assigns
	 	 	16	 
	Section 3.03 Assignment of Rights
	 	 	17	 
	Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units
	 	 	17	 
	Section 3.05 Aggregation of Purchased Units
	 	 	17	 
	Section 3.06 Specific Performance
	 	 	17	 
	Section 3.07 Counterparts
	 	 	17	 
	Section 3.08 Headings
	 	 	17	 
	Section 3.09 Governing Law
	 	 	17	 
	Section 3.10 Severability of Provisions
	 	 	17	 
	Section 3.11 Entire Agreement
	 	 	17	 
	Section 3.12 Amendment
	 	 	18	 
	Section 3.13 No Presumption
	 	 	18	 
	Section 3.14 Obligations Limited to Parties to Agreement
	 	 	18	 
	Section 3.15 Interpretation
	 	 	18	 
	Section 3.16 Equal Treatment of Purchasers
	 	 	18	 
	Section 3.17 Qualifications of Certain Purchasers
	 	 	19	 






 









 





REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
July 17, 2007, by and among Enterprise GP Holdings L.P., a Delaware limited partnership (the
“Partnership”), and each of the Purchasers set forth on Exhibit A to this Agreement
(each, a “Purchaser” and collectively, the “Purchasers”).



     WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Units pursuant to the Unit Purchase Agreement, dated as of July 13, 2007, by and among
the Partnership and the Purchasers (the “Purchase Agreement”); and



     WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in
this Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, the parties hereby agree as follows:



ARTICLE I



DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as
so defined:



     “Agreement” has the meaning specified therefor in the introductory paragraph of this
Agreement.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a)
of this Agreement.



     “General Partner” means EPE Holdings, LLC a Delaware limited liability company and the
general partner of the Partnership.



     “Holder” means the record holder of any Registrable Securities.



     “Included Registrable Securities” has the meaning specified therefor in Section
2.02(a) of this Agreement.



     “Liquidated Damages” has the meaning specified therefor in Section 2.01(b) of
this Agreement.



     “Liquidated Damages Multiplier” means the product of $37.25 times the number of
Purchased Units purchased by such Purchaser.



     “Losses” has the meaning specified therefor in Section 2.08(a) of this
Agreement.



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     “Managing Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering.



     “NYSE” means The New York Stock Exchange, Inc.



     “Opt Out Notice” has the meaning specified therefor in Section 2.02(a) of this
Agreement.



     “Parity Securities” has the meaning specified therefore in Section 2.02(b) of
this Agreement.



     “Partnership” has the meaning specified therefor in the introductory paragraph of this
Agreement.



     “Purchase Agreement” has the meaning specified therefor in the recitals of this
Agreement.



     “Purchaser” and “Purchasers” have the meanings specified therefor in the
introductory paragraph of this Agreement.



     “Purchaser Underwriter Registration Statement” has the meaning specified therefor in
Section 2.04(p) of this Agreement.



     “Registrable Securities” means: (i) the Purchased Units and (ii) any Units issued as
Liquidated Damages pursuant to Section 2.01 of this Agreement, if any, all of which
Registrable Securities are subject to the rights provided herein until such rights terminate
pursuant to the provisions hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.07(b)
of this Agreement.



     “Selling Expenses” has the meaning specified therefor in Section 2.07(b) of
this Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.



     “Selling Holder Indemnified Persons” has the meaning specified therefore in
Section 2.08(a) of this Agreement. 



     “Shelf Registration Statement” means a registration statement under the Securities Act
to permit the public resale of the Registrable Securities from time to time, including as permitted
by Rule 415 under the Securities Act (or any similar provision then in force under the Securities
Act).



     “Target Effective Date” has the meaning specified therefore in Section 2.01(a)
of this Agreement.



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     “Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Units are sold to an underwriter on a firm commitment basis for
reoffering to the public or an offering that is a “bought deal” with one or more investment banks.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security (a) when a registration statement covering such Registrable Security becomes
or has been declared effective by the Commission and such Registrable Security has been sold or
disposed of pursuant to such effective registration statement; (b) when such Registrable Security
has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force)
under the Securities Act; (c) when such Registrable Security can be disposed of pursuant to Rule
144(k) (or any similar provision then in force) under the Securities Act; (d) when such Registrable
Security is held by the Partnership or one of its subsidiaries; or (e) when such Registrable
Security has been sold in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities pursuant to Section 2.10
hereof.



     Section 1.03 Rights and Obligations. Except for the rights and obligations under
Section 2.08 herein, all rights and obligations of each Purchaser under this Agreement, and
all rights and obligations of the Partnership under this Agreement with respect to such Purchaser,
shall terminate when such Purchaser is no longer a Holder.



ARTICLE II



REGISTRATION RIGHTS




     Section 2.01 Shelf Registration.



     (a) Deadline To Become Effective. As soon as practicable following the Closing Date,
but in any event within 90 days after the Closing, the Partnership shall prepare and file a Shelf
Registration Statement under the Securities Act with respect to all of the Registrable Securities.
The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such
appropriate registration form of the Commission as shall be selected by the Partnership. The
Partnership shall use its commercially reasonable efforts to cause the Shelf Registration Statement
to become effective no later than 150 days after the Closing Date (the “Target Effective
Date”). The Partnership will use its commercially reasonable efforts to cause the Shelf
Registration Statement filed pursuant to this Section 2.01 to be continuously effective
under the Securities Act until the earlier of (i) the date as of which all such Registrable
Securities are sold by the Purchasers and any transferee or assignee who was transferred or
assigned rights under this Agreement in accordance with Section 2.10 and (ii) the date as
of which all Registrable Securities cease to be Registrable Securities pursuant to Section
1.02 of this Agreement (the “Effectiveness Period”). The Shelf Registration Statement
when declared effective (including the documents incorporated therein by reference) will comply as
to form in all material respects with all applicable requirements of the Securities Act and the
Exchange Act and will not contain
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading (and, in the case of any
prospectus contained in such Shelf Registration Statement, in the light of the circumstances under
which a statement is made). As soon as practicable following the date that the Shelf Registration



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Statement becomes effective, but in any event within five (5) Business Days of such date, the
Partnership shall provide the Purchasers with written notice of the effectiveness of the Shelf
Registration Statement.




     (b) Failure To Become Effective. If the Shelf Registration Statement required by
Section 2.01 does not become or is not declared effective on or before the Target Effective
Date, then each Purchaser shall be entitled to a payment (with respect to the Registrable
Securities of each such Purchaser), as liquidated damages and not as a penalty, of 0.25% of the
Liquidated Damages Multiplier per each non-overlapping 30-day period for the first sixty (60) days
following the Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages
Multiplier per each non-overlapping 30-day period for each subsequent sixty (60) day period
subsequent to the 60 days following the Target Effective Date, up to a maximum of 1.00% of the
Liquidated Damages Multiplier per each non-overlapping 30-day period (the “Liquidated
Damages”) (i.e., 0.25% for 1-60 days; 0.5% for 61-120 days; 0.75% for 121-180 days; and 1.0%
thereafter); provided, that the Liquidated Damages for any period of less than 30 days shall be
prorated by multiplying the Liquidated Damages to be paid in a full 30-day period by a fraction,
the numerator of which is the number of days for which such liquidated damages are owed, and the
denominator of which is 30; and provided further, that the aggregate amount of Liquidated Damages
payable by the Partnership under this Agreement to each Purchaser shall not exceed 10.0% of the
Liquidated Damages Multiplier with respect to such Purchaser. The Liquidated Damages payable
pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after
the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to each
Purchaser in cash or immediately available funds; provided, however, if the Partnership certifies
that it is unable to pay Liquidated Damages in cash or immediately available funds because such
payment would result in a breach under a credit facility or other debt instrument filed as exhibits
to the EPE SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form
of the issuance of additional Units. Upon any issuance of Units as Liquidated Damages, the
Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement
prior to its effectiveness adding such Units to such Shelf Registration Statement as additional
Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE
to list such additional Units. The determination of the number of Units to be issued as Liquidated
Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average
closing price of the Partnership’s Units on the NYSE for the ten (10) trading days immediately
preceding the date on which the Liquidated Damages payment is due, less a discount of 3%. The
payment of Liquidated Damages to a Purchaser shall cease at the earlier of (i) such time as the
Shelf Registration Statement becomes or is declared effective and (ii) two years from the Closing
Date.



     (c) Waiver of Liquidated Damages. If the Partnership is unable to cause a Shelf
Registration Statement to become effective by the Target Effective Date as a result of an
acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership
may request a waiver of the Liquidated Damages, which may be granted by the consent of the
Holders of a majority of the outstanding Registrable Securities, in their sole discretion, and
which such waiver shall apply to all the Holders of Registrable Securities.



     (d) Delay Rights. Notwithstanding anything to the contrary contained herein, the
Partnership may, upon written notice to any Selling Holder whose Registrable Securities are



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included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus
which is a part of the Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but
may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing
an acquisition, merger, reorganization, disposition or other similar transaction and the
Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a
transaction would be materially adversely affected by any required disclosure of such transaction
in the Shelf Registration Statement or (ii) the Partnership has experienced some other material
non-public event the disclosure of which at such time, in the good faith judgment of the
Partnership, would materially adversely affect the Partnership; provided, however, in no event
shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf
Registration Statement for a period that exceeds an aggregate of 60 days in any 180-day period or
105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement
executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such
information or the termination of the condition described above, the Partnership shall provide
prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf
Registration Statement, and shall promptly terminate any suspension of sales it has put into effect
and shall take such other reasonable actions to permit registered sales of Registrable Securities
as contemplated in this Agreement.




     (e) Additional Rights to Liquidated Damages. If (i) the Holders shall be prohibited
from selling their Registrable Securities under the Shelf Registration Statement as a result of a
suspension pursuant to Section 2.01(d) of this Agreement in excess of the periods permitted
therein or (ii) the Shelf Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded within 60 Business Days by a post-effective amendment to the Shelf
Registration Statement, a supplement to the prospectus or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is
lifted or a post-effective amendment, supplement or report is filed with the Commission, but not
including any day on which a suspension is lifted or such amendment, supplement or report is filed
and declared effective, if applicable, the Partnership shall pay the Holders an amount equal to the
Liquidated Damages, following (x) the date on which the suspension period exceeded the permitted
period or (y) the sixty-first (61st) Business Day after the Shelf Registration Statement
ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and
not as a penalty. For purposes of this Section 2.01(e), a suspension shall be deemed
lifted on the date that notice that the suspension has been lifted is delivered to the Holders
pursuant to Section 3.01 of this Agreement.



     (f) Termination of Rights. Other than as set forth otherwise in this Agreement, a
Holder’s rights (and any transferee’s rights pursuant to Section 2.10) under this
Section 2.01, including rights to Liquidated Damages, shall terminate upon the termination
of the Effectiveness Period.



     Section 2.02 Piggyback Rights.



     (a) Participation. If at any time the Partnership proposes to file (i) a shelf
registration statement other than the Shelf Registration Statement contemplated by Section
2.01, (ii) a



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prospectus supplement to an effective shelf registration statement, other than the
Shelf Registration Statement contemplated by Section 2.01 of this Agreement and Holders may
be included without the filing of a post-effective amendment thereto, or (iii) a registration
statement, other than a shelf registration statement, in either case, for the sale of Units in an
Underwritten Offering for its own account and/or another Person, then as soon as practicable
following the engagement of counsel by the Partnership to prepare the documents to be used in
connection with an Underwritten Offering, the Partnership shall give notice (including, but not
limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holders
holding $30.0 million or more of Purchased Units based on the purchase price per unit under the
Purchase Agreement and such notice shall offer such Holders the opportunity to include in such
Underwritten Offering such number of Registrable Securities (the “Included Registrable
Securities”) as each such Holder may request in writing; provided, however, that if the
Partnership has been advised by the Managing Underwriter that the inclusion of Registrable
Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing
or distribution of the Units in the Underwritten Offering, then (a) the Partnership shall not be
required to offer such opportunity to the Holders or (b) if any Registrable Securities can be
included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount
of Registrable Securities to be offered for the accounts of Holders shall be determined based on
the provisions of Section 2.02(b); and provided, further, that the Partnership shall not be
obligated to include any Registrable Securities in any Underwritten Offering unless the Holders
request inclusion of at least $5.0 million of Registrable Securities in the aggregate in such
Underwritten Offering. Any notice required to be provided in this Section 2.02(a) to
Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of
such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business
Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering)
after notice has been delivered to request in writing the inclusion of Registrable Securities in
the Underwritten Offering. If no written request for inclusion from a Holder is received within
the specified time, each such Holder shall have no further right to participate in such
Underwritten Offering. If, at any time after giving written notice of its intention to undertake
an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership
shall determine for any reason not to undertake or to delay such Underwritten Offering, the
Partnership may, at its election, give written notice of such determination to the Selling Holders
and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be
relieved of its obligation to sell any Included Registrable Securities in connection with such
terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten
Offering, shall be permitted to delay offering any Included Registrable Securities for the same
period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to
withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable
Securities in such Underwritten Offering by giving written notice to the Partnership of such
withdrawal up to and including the time of pricing of such Underwritten Offering. Notwithstanding
the foregoing, any Holder holding $30.0 million or more of
Purchased Units, based on the purchase price per unit under the Purchase Agreement, may
deliver written notice (an “Opt Out Notice”) to the Partnership requesting that such Holder
not receive notice from the Partnership of any proposed Underwritten Offering; provided, that, such
Holder may later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a
Holder (unless subsequently revoked), the Partnership shall not be required to deliver any




6









 





notice
to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled
to participate in Underwritten Offerings by the Partnership pursuant to this Section
2.02(a).



     (b) Priority. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering of Units included in an Underwritten Offering involving Included Registrable
Securities advises the Partnership that the total amount of Registrable Securities that the Selling
Holders and any other Persons intend to include in such offering exceeds the number that can be
sold in such offering without being likely to have an adverse effect on the price, timing or
distribution of the Units offered or the market for the Units, then the Units to be included in
such Underwritten Offering shall include the number of Registrable Securities that such Managing
Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect,
with such number to be allocated (i) first, to the Partnership and the General Partner and its
Affiliates (as defined in the Partnership Agreement) and (ii) second, pro rata among the Selling
Holders who have requested participation in such Underwritten Offering and any other holder of
securities of the Partnership having rights of registration on parity with the Registrable
Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who
have requested participation in such Underwritten Offering shall be the product of (a) the
aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such
Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of
Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number
of Registrable Securities owned on the Closing Date by all Selling Holders and holders of Parity
Securities participating in the Underwritten Offering.



     (c) Termination of Piggyback Registration Rights. Each Holder’s rights under
Section 2.02 shall terminate upon the first to occur of (i) such Holder holds less than
$30.0 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement
and (ii) two years from the Closing Date.



     Section 2.03 Underwritten Offerings.



     (a) General Procedures. In connection with any Underwritten Offering under this
Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters.
In connection with an Underwritten Offering contemplated by this Agreement in which a Selling
Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an
underwriting agreement that contains such representations, covenants, indemnities and other rights
and obligations as are customary in underwriting agreements for firm commitment offerings of
securities. No Selling Holder may participate in such Underwritten Offering unless such Selling
Holder agrees to sell its Registrable Securities on the basis provided in such underwriting
agreement and completes and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting
agreement. Each Selling Holder may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the Partnership to and
for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that
any or all of the conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be
required to make any representations or warranties to or agreements with the Partnership or the
underwriters other than representations, warranties or agreements regarding such Selling Holder,
its authority



7









 




to enter into such underwriting agreement and to sell, and its ownership of, the
securities being registered on its behalf, its intended method of distribution and any other
representation 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 the Partnership and the Managing
Underwriter; provided, however, that such withdrawal must be made up to and including the time of
pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the
Partnership’s obligation to pay Registration Expenses. If Holders holding at least $30.0 million
of Purchased Units based on the purchase price per unit under the Purchase Agreement request, the
Partnership’s management shall be required to participate in a roadshow or similar marketing effort
in connection with any Underwritten Offering.




     (b) No Demand Rights. Notwithstanding any other provision of this Agreement, no
Holder of Registrable Securities shall be entitled to any “demand” rights or similar rights that
would require the Partnership to effect an Underwritten Offering solely on behalf of such Holder.



     Section 2.04 Sale Procedures. In connection with its obligations under this
Article II, the Partnership will, as expeditiously as possible:



     (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;



     (b) if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any
time shall notify the Partnership in writing that, in the sole judgment of such Managing
Underwriter, inclusion of detailed information to be used in such prospectus supplement is of
material importance to the success of the Underwritten Offering of such Registrable Securities, the
Partnership shall use its commercially reasonable efforts to include such information in such
prospectus supplement;



     (c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any other registration statement contemplated by this
Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and regulations of the
Commission), and provide each such Selling Holder the opportunity to object
to any information pertaining to such Selling Holder and its plan of distribution that is
contained therein and make the corrections reasonably requested by such Selling Holder with respect
to such information prior to filing the Shelf Registration Statement or such other registration
statement or supplement or amendment thereto, and (ii) such number of copies of the Shelf
Registration Statement or such other registration statement and the prospectus included therein and
any supplements and amendments thereto as such Persons may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities covered by such Shelf
Registration Statement or other registration statement;



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     (d) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement or any other registration
statement contemplated by this Agreement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing
Underwriter, shall reasonably request; provided, however, that the Partnership will not be required
to qualify generally to transact business in any jurisdiction where it is not then required to so
qualify or to take any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;



     (e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered by any of them under the Securities Act, of (i) the filing of the Shelf
Registration Statement or any other registration statement contemplated by this Agreement or any
prospectus or prospectus supplement to be used in connection therewith, or any amendment or
supplement thereto, and, with respect to such Shelf Registration Statement or any other
registration statement or any post-effective amendment thereto, when the same has become effective;
and (ii) the receipt of any written comments from the Commission with respect to any filing
referred to in clause (i) and any written request by the Commission for amendments or
supplements to the Shelf Registration Statement or any other registration statement or any
prospectus or prospectus supplement thereto;



     (f) immediately notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the happening of any event as a result of
which the prospectus or prospectus supplement contained in the Shelf Registration Statement or any
other 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 required to be stated therein or
necessary to make the statements therein not misleading (in the case of any prospectus contained
therein, in the light of the circumstances under which a statement is made); (ii) the issuance or
express threat of issuance by the Commission of any stop order suspending the effectiveness of the
Shelf Registration Statement or any other registration statement contemplated by this Agreement, or
the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any
notification with respect to the suspension of the qualification of any Registrable Securities for
sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision
of such notice, the Partnership agrees to as promptly as practicable amend or supplement the
prospectus or prospectus supplement or take other appropriate action so that the prospectus or
prospectus supplement does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then
existing and to take such other commercially reasonable action as is necessary to remove a
stop order, suspension, threat thereof or proceedings related thereto;



     (g) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;



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     (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for the Partnership, dated the effective date of the applicable registration statement or the date
of any amendment or supplement thereto, and a letter of like kind dated the date of the closing
under the underwriting agreement, and (ii) a “cold comfort” letter, dated the pricing date of such
Underwritten Offering and a letter of like kind dated the date of the closing under the
underwriting agreement, in each case, signed by the independent public accountants who have
certified the Partnership’s financial statements included or incorporated by reference into the
applicable registration statement, and each of the opinion and the “cold comfort” letter shall be
in customary form and covering substantially the same matters with respect to such registration
statement (and the prospectus and any prospectus supplement included therein) as have been
customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the
underwriters in Underwritten Offerings of securities by the Partnership and such other matters as
such underwriters and Selling Holders may reasonably request;



     (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;



     (j) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Partnership personnel as is reasonable and customary to
enable such parties to establish a due diligence defense under the Securities Act; provided, that
the Partnership need not disclose any non-public information to any such representative unless and
until such representative has entered into a confidentiality agreement with the Partnership;



     (k) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by the Partnership are then listed;



     (l) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Partnership to enable the Selling Holders to
consummate the disposition of such Registrable Securities;



     (m) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement;



     (n) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities;



     (o) if requested by a Purchaser, (i) incorporate in a prospectus supplement or post-effective
amendment such information as such Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and
any other terms of the offering of the Registrable Securities to be sold in such



10









 




offering; and (ii)
make all required filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and




     (p) The Partnership agrees that, if any Purchaser could reasonably be deemed to be an
“underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the
registration statement in respect of any registration of the Registrable Securities of any
Purchaser pursuant to this Agreement, and any amendment or supplement thereof (any such
registration statement or amendment or supplement a “Purchaser Underwriter Registration
Statement”), then the Partnership will cooperate with such Purchaser in allowing such Purchaser
to conduct customary “underwriter’s due diligence” with respect to the Partnership and satisfy its
obligations in respect thereof. In addition, at any Purchaser’s request, the Partnership will
furnish to such Purchaser, on the date of the effectiveness of any Purchaser Underwriter
Registration Statement and thereafter from time to time on such dates as such Purchaser may
reasonably request, (i) a “cold comfort” letter, dated such date, from the Partnership’s
independent certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering,
addressed to such Purchaser, and (ii) an opinion, dated as of such date, of counsel representing
the Partnership for purposes of such Purchaser Underwriter Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, including a standard
“10b-5” opinion for such offering, addressed to such Purchaser; provided, however, that with
respect to any Placement Agent, the Partnership’s obligations with respect to this Section
2.04(p) shall be limited to one time, with an additional bring-down request within 30 days of
the date of such documents. The Partnership will also permit legal counsel to such Purchaser to
review and comment upon any such Purchaser Underwriter Registration Statement at least two (2)
Business Days prior to its filing with the Commission and all amendments and supplements to any
such Purchaser Underwriter Registration Statement within a reasonable number of days prior to their
filing with the Commission and not file any Purchaser Underwriter Registration Statement or
amendment or supplement thereto in a form to which such Purchaser’s legal counsel reasonably
objects in writing.



     Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event
of the kind described in subsection (f) of this Section 2.04, shall forthwith
discontinue offers and sales of the Registrable Securities until such Selling Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by subsection (f) of this
Section 2.04 or until it is advised in writing by the Partnership that the use of the
prospectus may be resumed and has received copies of any additional or supplemental filings
incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling
Holder will, or will request the
managing underwriter or underwriters, if any, to deliver to the Partnership (at the
Partnership’s expense) all copies in their possession or control, other than permanent file copies
then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.



     Section 2.05 Cooperation by Holders. The Partnership shall have no obligation to
include Registerable Securities of a Holder in the Shelf Registration Statement or in an
Underwritten Offering pursuant to Section 2.02(a) who has failed to timely furnish such
information that the Partnership determines, after consultation with its counsel, is reasonably



11









 




required in order for the registration statement or prospectus supplement, as applicable, to comply
with the Securities Act, including the execution of the initial Selling Unitholder Notice and
Questionnaire attached at Exhibit B to this Agreement by the date specified thereon.




     Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities. For a
period of 365 days from the Closing Date, each Holder of Registrable Securities agrees not to
effect any public sale or distribution of any Registrable Securities during the 30-day period
beginning the day after the pricing date of an Underwritten Offering of equity securities by the
Partnership or its Affiliates (except as provided in this Section 2.06); provided, however,
that the duration of the foregoing restrictions shall be no longer than the duration of the
shortest restriction generally imposed by the underwriters on the officers or directors or any
other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up
provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less
than $30.0 million of Purchased Units, based on the purchase price per unit under the Purchase
Agreement, or (B) has delivered an Opt Out Notice to the Partnership pursuant to Section
2.02(a); provided, further, the above shall not apply, in the case of a Purchaser that is a
large multi-unit investment or commercial banking organization, to activities in the normal course
of trading units of such Purchaser other than the Participating Unit (as defined in the Purchase
Agreement), so long as such other units are not acting on behalf of the Participating Unit and have
not been provided with confidential information regarding the Partnership by the Participating
Unit.



     Section 2.07 Expenses.



     (a) Expenses. The Partnership will pay all reasonable Registration Expenses as
determined in good faith, including, in the case of an Underwritten Offering, whether or not any
sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata
share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder.
In addition, except as otherwise provided in Section 2.08 hereof, the Partnership shall not
be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder.



     (b) Certain Definitions. “Registration Expenses” means all expenses incident
to the Partnership’s performance under or compliance with this Agreement to effect the registration
of
Registrable Securities on the Shelf Registration Statement pursuant to Section 2.01 or
an Underwritten Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange listing and NYSE fees,
all registration, filing, qualification and other fees and expenses of complying with securities or
blue sky laws, fees of the National Association of Securities Dealers, Inc., fees of transfer
agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes
and the fees and disbursements of counsel and independent public accountants for the Partnership,
including the expenses of any special audits or “cold comfort” letters required by or incident to
such performance and compliance. “Selling Expenses” means all underwriting fees, discounts
and selling commissions or similar fees or arrangements allocable to the sale of the Registrable
Securities.



12









 





     Section 2.08 Indemnification.



     (a) By the Partnership. In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold
harmless each Selling Holder thereunder, its directors, officers, employees and agents and each
underwriter, pursuant to the applicable underwriting agreement with such underwriter, of
Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or
underwriter within the meaning of the Securities Act and the Exchange Act, and its directors,
officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”),
against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees
and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder
Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact (in the case of any prospectus, in light of the circumstances under which such
statement is made) contained in the Shelf Registration Statement or any other registration
statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free
writing prospectus or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not misleading, and will
reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Loss or actions or
proceedings; provided, however, that the Partnership will not be liable in any such case if and to
the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information furnished by such
Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration
Statement or such other registration statement, or prospectus supplement, as applicable. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities
by such Selling Holder.



     (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each
Person, if any, who controls the Partnership within the meaning of the Securities Act or of the
Exchange Act, and its directors, officers, employees and agents, to the same extent as the
foregoing indemnity from the Partnership to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf of such Selling
Holder expressly for inclusion in the Shelf Registration Statement or any other registration
statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free
writing prospectus or final prospectus contained therein, or any amendment or supplement thereof;
provided, however, that the liability of each Selling Holder shall not be greater in amount than
the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder
from the sale of the Registrable Securities giving rise to such indemnification.


     (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be 

13









 






made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.08. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 2.08 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, then the indemnified party
shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnifying party shall settle any action brought against any indemnified party with respect to
which such indemnified party is entitled to indemnification hereunder without the consent of the
indemnified party, unless the settlement thereof imposes no liability or obligation on, and
includes a complete and unconditional release from all liability of, the indemnified party.



     (d) Contribution. If the indemnification provided for in this Section 2.08 is
held by a court or government agency of competent jurisdiction to be unavailable to any indemnified
party or is insufficient to hold them harmless in respect of any Losses, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Loss in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of such
indemnified party on the other in connection with the statements or omissions which resulted in
such Losses, as well as any other relevant equitable considerations; provided, however, that in no
event shall such Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale
of Registrable Securities giving rise to such indemnification. The relative fault of the
indemnifying party on the one hand and the indemnified party on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission 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 to
information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this paragraph were to
be determined by pro rata allocation or by any other method of allocation which does not take
account of the
equitable considerations referred to herein. The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall be deemed to include
any



14









 




legal and other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this paragraph. No person guilty of
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 fraudulent misrepresentation.




     (e) Other Indemnification. The provisions of this Section 2.08 shall be in
addition to any other rights to indemnification or contribution which an indemnified party may have
pursuant to law, equity, contract or otherwise.



     Section 2.09 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the Partnership agrees to use its commercially
reasonable efforts to:



     (a) Make and keep public information regarding the Partnership available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;



     (b) File with the Commission in a timely manner all reports and other documents required of
the Partnership under the Securities Act and the Exchange Act at all times from and after the date
hereof; and



     (c) So long as a Holder owns any Registrable Securities, furnish, unless otherwise available
via Edgar, to such Holder forthwith upon request a copy of the most recent annual or quarterly
report of the Partnership, and such other reports and documents so filed as such Holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing such
Holder to sell any such securities without registration.



     Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause the
Partnership to register Registrable Securities granted to the Purchasers by the Partnership under
this Article II may be transferred or assigned by any Purchaser to one or more
transferee(s) or assignee(s) of such Registrable Securities or counterparties to any total return
swaps; provided, however, that, (a) unless such transferee is an Affiliate of such Purchaser, or a
counterparty to a total return swap, each such transferee or assignee holds Registrable Securities
representing at least $30.0 million of the Purchased Units, based on the purchase price per unit
under the Purchase Agreement, (b) the Partnership is given written notice prior to any said
transfer or assignment, stating the name and address of each such transferee and identifying the
securities with respect to which such registration rights are being transferred or assigned, and
(c) each such transferee assumes in writing responsibility for its portion of the obligations of
such Purchaser under this Agreement.



     Section 2.11 Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written
consent of the Holders of a majority of the outstanding Registrable Securities, enter into any
agreement with any current or future holder of any securities of the Partnership that would allow
such current or future holder to require the Partnership to include securities in any registration
statement filed by the Partnership on a basis that is superior in any way to the registration
rights granted to the Purchasers hereunder.



15









 





ARTICLE III



MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or
personal delivery:



     (a) if to Purchaser, to the address set forth in Schedule 8.07 to the Purchase
Agreement,


with a copy to:



Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002

Attention: Dan Fleckman

Fax: (713) 615-5859

Email: dfleckman@velaw.com




     (b) if to a transferee of Purchaser, to such Holder at the address provided pursuant to
Section 2.10 above; and



     (c) if to the Partnership:


Enterprise GP Holdings L.P.

1100 Louisiana Street, 10th Floor

Houston, Texas 77002

Attention: Richard H. Bachmann,

Fax: (713) 381-6570

Email: rbachmann@eprod.com



with a copy to:



Andrews Kurth LLP

600 Travis Street, Suite 4200

Houston, Texas 77002

Attention: David C. Buck

Fax: (713) 238-7126

Email: dbuck@andrewskurth.com




     All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by courier service or any
other means.



     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



16









 





     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of any Purchaser under this Agreement may be transferred or assigned by such Purchaser in
accordance with Section 2.10 hereof.



     Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units. The provisions of
this Agreement shall apply to the full extent set forth herein with respect to any and all units of
the Partnership or any successor or assign of the Partnership (whether by merger, consolidation,
sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution
of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits,
recapitalizations and the like occurring after the date of this Agreement.



     Section 3.05 Aggregation of Purchased Units. All Purchased Units held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.



     Section 3.06 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, 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 competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction or other equitable
relief. The existence of this right will not preclude any such Person from pursuing any other
rights and remedies at law or in equity which such Person may have.



     Section 3.07 Counterparts. This Agreement may be executed in any number of
counterparts 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.



     Section 3.08 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     Section 3.09 Governing Law. The Laws of the State of New York shall govern this
Agreement without regard to principles of conflicts of Laws that would apply the substantive law of
some other jurisdiction.



     Section 3.10 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.



     Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by the Partnership set forth herein.
This



17









 




Agreement and the Purchase Agreement supersede all prior agreements and understandings
between the parties with respect to such subject matter.




     Section 3.12 Amendment. This Agreement may be amended only by means of a written
amendment signed by the Partnership and the Holders of a majority of the then outstanding
Registrable Securities; provided, however, that no such amendment shall materially and adversely
affect the rights of any Holder hereunder without the consent of such Holder.



     Section 3.13 No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a
particular party or its counsel.



     Section 3.14 Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted
assignees) and the Partnership shall have any obligation hereunder and that, notwithstanding that
one or more of the Purchasers may be a corporation,
partnership or limited liability company, no recourse under this Agreement or under any
documents or instruments delivered in connection herewith or therewith shall be had against any
former, current or future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or
equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and
acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by
incurred by any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current
or future director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers
under this Agreement or any documents or instruments delivered in connection herewith or therewith
or for any claim based on, in respect of or by reason of such obligation or its creation, except in
each case for any assignee of a Purchaser hereunder.



     Section 3.15 Interpretation. Article and Section references to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts and agreements are
references to such instruments, documents, contracts and agreements as the same may be amended,
supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to.” Whenever any determination, consent or
approval is to be made or given by a Purchaser under this Agreement, such action shall be in such
Purchaser’s sole discretion unless otherwise specified.



     Section 3.16 Equal Treatment of Purchasers. Neither the Partnership nor any of its
Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee, payment for the redemptions or exchange of Registrable Securities, or otherwise,
to any holder of Registrable Securities for or as an inducement to, or in connection with
solicitation of, any consent, waiver or amendment of any terms or provisions of the Registrable
Securities or this Agreement or any of the other agreements referred to in this Agreement unless



18









 




such consideration is paid to all Holders bound by such consent, waiver or amendment, whether or
not such holders so consent, waive or agree to amend.




     Section 3.17 Qualifications of Certain Purchasers. Notwithstanding Section
2.06 with respect to Goldman, Sachs & Co. and Morgan Stanley & Co., Inc., respectively, and
their Affiliates, the restrictions contained in Section 2.06 (to the extent applicable)
shall only apply to the Americas Special Situations Group of Goldman Sachs and Morgan Stanley
Strategic Investments, Inc. of Morgan Stanley, respectively, each as currently configured, and
shall not restrict or limit the activities of any area or division of Goldman, Sachs & Co. or
Morgan Stanley & Co., respectively, or any of their Affiliates, other than the Americas Special
Situations Group of Goldman Sachs and Morgan Stanley Strategic Investments, Inc. of Morgan Stanley,
respectively, each as currently configured.



[Signature pages to follow]





19









 





     IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date
first above written.



	 	 	 	 	 
	 	ENTERPRISE GP HOLDINGS L.P.

 	 
	 	By:  	EPE Holdings, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                   /s/ Michael A. Creel
 	 
	 	 	Name:  	Michael A. Creel 	 
	 	 	Title:  	President and Chief Executive Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SWANK MLP CONVERGENCE FUND, LP

 	 
	 	By:  	/s/ Jerry V. Swank
 	 
	 	 	Name:  	Jerry V. Swank 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE CUSHING MLP OPPORTUNITY

     FUND I, LP

 	 
	 	By:  	/s/ Jerry V. Swank
 	 
	 	 	Name:  	Jerry V. Swank 	 
	 	 	Title:  	Managing Partner 	 
	 




 









 





	 	 	 	 	 
	 	THE CUSHING GP STRATEGIES FUND, LP

 	 
	 	By:  	/s/ Jerry V. Swank
 	 
	 	 	Name:  	Jerry V. Swank 	 
	 	 	Title:  	Managing Partner 	 
	 




 









 





	 	 	 	 	 
	 	TCF GEARING FUND, LP

 	 
	 	By:  	/s/ Jerry V. Swank
 	 
	 	 	Name:  	Jerry V. Swank 	 
	 	 	Title:  	Managing Partner 	 
	 




 









 





	 	 	 	 	 
	 	THE CUSHING MLP ENHANCED RETURN

     FUND, LP

 	 
	 	By:  	/s/ Jerry V. Swank
 	 
	 	 	Name:  	Jerry V. Swank 	 
	 	 	Title:  	Managing Partner 	 
	 




 









 





	 	 	 	 	 
	 	CONTINENTAL CASUALTY COMPANY

 	 
	 	By:  	/s/ Jerry V. Swank
 	 
	 	 	Name:  	Jerry V. Swank 	 
	 	 	Title:  	Managing Partner 	 
	 




 









 





	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS, LLC

 	 
	 	By:  	/s/ Sunil Hariani
 	 
	 	 	Name:  	Sunil Hariani 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	            /s/ Andrea Leung
 	 
	 	 	Name:  	Andrea Leung 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	OMEGA CAPITAL PARTNERS, L.P.

OMEGA CAPITAL INVESTORS, L.P.

OMEGA SPV PARTNERS V, L.P.

OMEGA EQUITY INVESTORS, L.P.

BETA EQUITIES, INC.

GS&CO PROFIT SHARING MASTER TRUST

PRESIDENTIAL LIFE CORPORATION

THE MINISTERS AND MISSIONARIES BENEFIT

     BOARD OF AMERICAN BAPTIST CHURCHES

 	 
	 	By:  	Omega Advisors, Inc.,
 	 
	 	 	as Investment Manager 	 
	 	 	 
	 	By:  	/s/ Denis Wong
 	 
	 	 	Name:  	Denis Wong 	 
	 	 	Title:  	Chief Operating Officer 	 
	 




 









 





	 	 	 	 	 
	 	KAYNE ANDERSON MLP INVESTMENT

     COMPANY

 	 
	 	By:  	/s/ James C. Baker
 	 
	 	 	Name:  	James C. Baker 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	KAYNE ANDERSON CAPITAL INCOME

     PARTNERS (QP), LP

 	 
	 	By:  	Kayne Anderson Capital Advisors, L.P.,
 	 
	 	 	it general partner 	 
	 	 	 
	 	By:  	/s/ David Shladovsky
 	 
	 	 	Name:  	David Shladovsky 	 
	 	 	Title:  	General Counsel 	 
	 




 









 





	 	 	 	 	 
	 	KAYNE ANDERSON MLP FUND, LP

 	 
	 	By:  	Kayne Anderson Capital Advisors, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David Shladovsky
 	 
	 	 	Name:  	David Shladovsky 	 
	 	 	Title:  	General Counsel 	 
	 




 









 





	 	 	 	 	 
	 	KAYNE ANDERSON MIDSTREAM

     OPPORTUNITIES FUND, LP

 	 
	 	By:  	Kayne Anderson Capital Advisors, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David Shladovsky
 	 
	 	 	Name:  	David Shladovsky 	 
	 	 	Title:  	General Counsel 	 
	 




 









 





	 	 	 	 	 
	 	KAYNE ANDERSON NON-TRADITIONAL

     INVESTMENTS, LP

 	 
	 	By:  	Kayne Anderson Capital Advisors, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David Shladovsky
 	 
	 	 	Name:  	David Shladovsky 	 
	 	 	Title:  	General Counsel 	 
	 




 









 





	 	 	 	 	 
	 	ARBCO II, LP 

 	 
	 	By:  	Kayne Anderson Capital Advisors, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	      /s/ David Shladovsky
 	 
	 	 	Name:  	David Shladovsky 	 
	 	 	Title:  	General Counsel 	 
	 




 









 





	 	 	 	 	 	 	 
	 	 	LB I GROUP INC.	 	 
	 

	 	 	 	On behalf of Global Principal Strategies	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Ashvin Rao
 

Name: Ashvin Rao
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	LB I GROUP INC.	 	 
	 

	 	 	 	On behalf of Global Trading Strategies	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Ashvin Rao
 

Name: Ashvin Rao
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	LB I GROUP INC	 	 
	 
	 

	 	 	 	On behalf of Equity Strategies (Special Situations Group)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Leon Zaltzman
 

Name: Leon Zaltzman
	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 





	 	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lehman Brothers MLP Opportunity Associates L.P.,	 	 
	 

	 	 	 	its general partner	 	 
	 

	 	By:
	 	Lehman Brothers MLP Opportunity Associates L.L.C.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Ashvin Rao
 

Name: Ashvin Rao
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





	 	 	 	 	 
	 	GOLDMAN, SACHS & CO

 	 
	 	By:  	      /s/ Vivian Lau
 	 
	 	 	Name:  	Vivian Lau 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	 	 
	 	     /s/ Howard L. Terry
 	 
	 	Name:  	Howard L. Terry 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CITIGROUP FINANCIAL PRODUCTS INC.

 	 
	 	By:  	     /s/ Bret Engelkemier
 	 
	 	 	Name:  	Bret Engelkemier 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS, INC.

 	 
	 	By:  	     /s/ Leonard Ellis
 	 
	 	 	Name:  	Leonard Ellis 	 
	 	 	Title:  	Managing Director 	 
	 




 










 





	 	 	 	 	 
	 	ZLP FUND, LP 

 	 
	 	By:  	Zimmer Lucas Partners, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Craig M. Lucas
 	 
	 	 	Name:  	Craig M. Lucas 	 
	 	 	Title:  	Managing Member 	 
	 




 









 





	 	 	 	 	 
	 	CREDIT SUISSE MANAGEMENT LLC

 	 
	 	By:  	/s/ Gerard Mortagh
 	 
	 	 	Name:  	Gerard Mortagh 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HITE HEDGE LP

 	 
	 	By:  	HITE Hedge Asset Management LLC
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ James Jampel
 	 
	 	 	Name:  	James Jampel 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HITE MLP LP

 	 
	 	By:  	HITE Hedge Asset Management LLC
 	 
	 
	 	By:  	/s/ James Jampel
 	 
	 	 	Name:  	James Jampel 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STACY FAMILY TRUST

 	 
	 	By:  	/s/ Stacy Schusterman
 	 
	 	 	Name:  	Stacy Schusterman 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AT MLP FUND LLC

 	 
	 	By:  	      /s/ Paul McPheeters
 	 
	 	 	Name:  	Paul McPheeters 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ David A. Barras
 	 
	 	 	Name:  	David A. Barras 	 
	 	 	Title:  	Its Authorized Representative 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GPS NEW EQUITY FUND LP

 	 
	 	By:  	GPS Partners LLC
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Brett Messing
 	 
	 	 	Name:  	Brett Messing 	 
	 	 	Title:  	Managing Member 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GPS HIGH YIELD EQUITIES FUND LP

 	 
	 	By:  	GPS Partners LLC
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	     /s/ Brett Messing
 	 
	 	 	Name:  	Brett Messing 	 
	 	 	Title:  	Managing Member 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GPS INCOME FUND LP

 	 
	 	By:  	GPS Partners LLC
 	 
	 	 	Its General Partner 	 
	 
	 	By:  	     /s/ Brett Messing
 	 
	 	 	Name:  	Brett Messing 	 
	 	 	Title:  	Managing Member 	 
	 




 









 





	 	 	 	 	 
	 	MORGAN STANLEY STRATEGIC INVESTMENTS, INC.

 	 
	 	By:  	/s/ Alan Thomas
 	 
	 	 	Name:  	Alan Thomas 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	TORTOISE TOTAL RETURN FUND LLC

 	 
	 	By:  	     /s/ David Schulte
 	 
	 	 	Name:  	David Schulte 	 
	 	 	Title:  	Chief Executive Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TORTOISE ENERGY CAPITAL CORPORATION

 	 
	 	By:  	     /s/ David Schulte
 	 
	 	 	Name:  	David Schulte 	 
	 	 	Title:  	Chief Executive Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	

BSP PARTNERS, L.P.

 	 
	 	By:  	The Baupost Group, L.L.C., its managing general partner
 	 
	 
	 	By:  	     /s/ Scott A. Nathan
 	 
	 	 	Name:  	Scott A. Nathan 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HB INSTITUTIONAL LIMITED PARTNERSHIP

 	 
	 	By:  	The Baupost Group, L.L.C., its managing general partner
 	 
	 
	 	By:  	     /s/ Scott A. Nathan
 	 
	 	 	Name:  	Scott A. Nathan 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PB INSTITUTIONAL LIMITED PARTNERSHIP

 	 
	 	By:  	The Baupost Group, L.L.C., its managing general partner
 	 
	 
	 	By:  	     /s/ Scott A. Nathan
 	 
	 	 	Name:  	Scott A. Nathan 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	YB INSTITUTIONAL LIMITED PARTNERSHIP

 	 
	 	By:  	The Baupost Group, L.L.C.,
 	 
	 	 	Its managing general partner 	 
	 
	 	By:  	     /s/ Scott A. Nathan
 	 
	 	 	Name:  	Scott A. Nathan 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CAPITAL VENTURES INTERNATIONAL

 	 
	 	By:  	Heights Capital Management, Inc.,
 	 
	 	 	Its authorized agent 	 
	 
	 	By:  	     /s/ Martin Kobinagh
 	 
	 	 	Name:  	Martin Kobinagh 	 
	 	 	Title:  	Investment Manager