exv10w1



 





Exhibit 10.1




UNIT PURCHASE AGREEMENT




BY AND AMONG




ENTERPRISE GP HOLDINGS L.P.,




EPE HOLDINGS, LLC




AND




THE PURCHASERS




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	1
	 
	 	 	 	 	 	 
	 
	 	Section 1.01	 	Definitions	 	1
	 
	 	Section 1.02	 	Accounting Procedures and Interpretation	 	6
	 
	 	 	 	 	 	 
	ARTICLE II SALE AND PURCHASE	 	6
	 
	 	 	 	 	 	 
	 
	 	Section 2.01	 	Sale and Purchase	 	6
	 
	 	Section 2.02	 	Closing	 	7
	 
	 	Section 2.03	 	Independent Nature of Purchasers’ Obligations and Rights	 	7
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP	 	7
	 
	 	 	 	 	 	 
	 
	 	Section 3.01	 	Existence of the Partnership and its Subsidiaries	 	7
	 
	 	Section 3.02	 	Purchased Units, Capitalization and Valid Issuance	 	8
	 
	 	Section 3.03	 	EPE SEC Documents	 	10
	 
	 	Section 3.04	 	No Material Adverse Change	 	10
	 
	 	Section 3.05	 	Litigation	 	11
	 
	 	Section 3.06	 	No Breach	 	11
	 
	 	Section 3.07	 	Authority	 	11
	 
	 	Section 3.08	 	Approvals	 	12
	 
	 	Section 3.09	 	MLP Status	 	12
	 
	 	Section 3.10	 	Investment Company Status	 	12
	 
	 	Section 3.11	 	Valid Private Placement	 	12
	 
	 	Section 3.12	 	Certain Fees	 	12
	 
	 	Section 3.13	 	No Side Agreements	 	12
	 
	 	Section 3.14	 	Form S-3 Eligibility	 	13
	 
	 	Section 3.15	 	Taxes	 	13
	 
	 	Section 3.16	 	Acknowledgment Regarding Purchase of Purchased Common Units	 	13
	 
	 	Section 3.17	 	Compliance with Laws	 	13
	 
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER	 	13
	 
	 	 	 	 	 	 
	 
	 	Section 4.01	 	Valid Existence	 	14
	 
	 	Section 4.02	 	No Breach	 	14
	 
	 	Section 4.03	 	Authority	 	14
	 
	 	Section 4.04	 	Investment	 	14
	 
	 	Section 4.05	 	Nature of Purchaser	 	15
	 
	 	Section 4.06	 	Receipt of Information; Authorization	 	15
	 
	 	Section 4.07	 	Restricted Securities	 	15
	 
	 	Section 4.08	 	Certain Fees	 	15
	 
	 	Section 4.09	 	Legend	 	15
	 
	 	Section 4.10	 	No Substantial Security Holders	 	16
	 
	 	Section 4.11	 	No Side Agreements	 	16
	 
	 	Section 4.12	 	Short Selling	 	16
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS	 	16
	 
	 	 	 	 	 	 
	 
	 	Section 5.01	 	Issuer Lock-Up/Subsequent Issuances of Units	 	16
	 
	 	Section 5.02	 	Purchaser Lock-Ups	 	17
	 
	 	Section 5.03	 	Taking of Necessary Action	 	17
	 
	 	Section 5.04	 	Disclosure; Public Filings	 	17






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	 	Section 5.05	 	Other Actions	 	17
	 
	 	Section 5.06	 	Use of Proceeds	 	17
	 
	 	Section 5.07	 	Partnership Fees	 	17
	 
	 	Section 5.08	 	Purchaser Fees	 	18
	 
	 	Section 5.09	 	Certain Special Allocations of Book and Taxable Income	 	18
	 
	 	Section 5.10	 	Non-Disclosure; Interim Public Filings	 	18
	 
	 	Section 5.11	 	Acknowledgement and Agreement Regarding Short Sales	 	18
	 
	 	 	 	 	 	 
	ARTICLE VI CLOSING CONDITIONS	 	19
	 
	 	 	 	 	 	 
	 
	 	Section 6.01	 	Conditions to the Closing	 	19
	 
	 	Section 6.02	 	Partnership Deliveries	 	20
	 
	 	Section 6.03	 	Purchaser Deliveries	 	21
	 
	 	 	 	 	 	 
	ARTICLE VII INDEMNIFICATION, COSTS AND EXPENSES	 	22
	 
	 	 	 	 	 	 
	 
	 	Section 7.01	 	Indemnification by the Partnership	 	22
	 
	 	Section 7.02	 	Indemnification by Purchasers	 	22
	 
	 	Section 7.03	 	Indemnification Procedure	 	22
	 
	 	 	 	 	 	 
	ARTICLE VIII MISCELLANEOUS	 	23
	 
	 	 	 	 	 	 
	 
	 	Section 8.01	 	Interpretation	 	23
	 
	 	Section 8.02	 	Survival of Provisions	 	24
	 
	 	Section 8.03	 	No Waiver; Modifications in Writing	 	24
	 
	 	Section 8.04	 	Binding Effect; Assignment	 	25
	 
	 	Section 8.05	 	Aggregation of Purchased Units	 	25
	 
	 	Section 8.06	 	Confidentiality and Non-Disclosure	 	25
	 
	 	Section 8.07	 	Communications	 	25
	 
	 	Section 8.08	 	Removal of Legend	 	25
	 
	 	Section 8.09	 	Entire Agreement	 	26
	 
	 	Section 8.10	 	Governing Law	 	26
	 
	 	Section 8.11	 	Execution in Counterparts	 	26
	 
	 	Section 8.12	 	Expenses	 	26
	 
	 	Section 8.13	 	Obligations Limited to Parties to Agreement	 	26
	 
	 	Section 8.14	 	Waiver of Preemptive Right and Registration Rights by General Partner	 	27
	 
	 	Section 8.15	 	Termination	 	27
	 
	 	Section 8.16	 	Exceptions	 	28






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SCHEDULES AND EXHIBITS




	 	 	 
	Schedule 2.01 -
	 	List of Purchasers and Commitment Amounts
	 
	 	 
	Schedule 8.07 -
	 	Notice and Contact Information
	 
	 	 
	Exhibit A -
	 	Form of Registration Rights Agreement
	 
	 	 
	Exhibit B -
	 	Form of Legal Opinion
	 
	 	 
	Exhibit C -
	 	Form of Partnership Officer's Certificate
	 
	 	 
	Exhibit D -
	 	Form of Purchasers' Officer's Certificate







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UNIT PURCHASE AGREEMENT




          UNIT PURCHASE AGREEMENT, dated effective as of July 13, 2007 (this “Agreement”), by
and among Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”),
each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as
a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of
Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company
(the “General Partner”).




          WHEREAS, the Partnership desires to repay a portion of the debt incurred to fund the
acquisition of common units representing limited partner interests of ETE and equity units
representing membership interests of LE GP, LLC, the general partner of ETE, as previously
announced and described in the 8-K filed by the Partnership with the Commission on May 10, 2007;




          WHEREAS, the Partnership desires to sell Units to each of the Purchasers in a private
placement exempt from the registration requirements of the Securities Act, and the Purchasers
desire to purchase such Units from the Partnership, each in accordance with the provisions of this
Agreement; and




          WHEREAS, the Partnership has agreed to provide Purchasers with certain registration rights
with respect to the Purchased Units acquired pursuant to this 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,
the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:




ARTICLE I

DEFINITIONS




          Section 1.01 Definitions. As used in this Agreement, and unless the context requires a different
meaning, the following terms have the meanings indicated:




          “Action” against a Person means any lawsuit, action, proceeding, investigation or
complaint before any Governmental Authority, mediator or arbitrator.




          “Affiliate” means, with respect to a specified Person, any other Person, whether now
in existence or hereafter created, directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common
control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.




          “Agreement” shall have the meaning specified in the introductory paragraph.




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          “Allocated Purchase Amount” means with respect to each Purchaser, the dollar amount
set forth opposite such Purchaser’s name under the heading “Allocated Purchase Amount” on
Schedule 2.01 hereto.




          “Basic Documents” means, collectively, this Agreement, the Registration Rights
Agreement and any and all other agreements or instruments executed and delivered by the Parties on
the date hereof or the Closing Date relating to the issuance and sale of the Purchased Units, or
any amendments, supplements, continuations or modifications thereto.




          “Board of Directors” means the board of directors of the General Partner.




          “Business Day” means any day other than a Saturday, Sunday, or a legal holiday for
commercial banks in New York, New York.




          “Class B Units” means the Class B Units (as defined in the Partnership Agreement) of
the Partnership representing limited partner interests therein, all of which were converted into
Units effective on July 12, 2007.




          “Class C Units” means the Class C Units (as defined in the Partnership Agreement) of
the Partnership representing limited partner interests therein.




          “Closing” shall have the meaning specified in Section 2.02.




          “Closing Date” shall have the meaning specified in Section 2.02.




          “Commission” means the United States Securities and Exchange Commission.




          “Delaware LLC Act” means the Delaware Limited Liability Company Act.




          “Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.




          “DEP” means Duncan Energy Partners L.P., a Delaware limited partnership.




          “DGCL” means the General Corporation Law of the State of Delaware.




          “EPD” means Enterprise Products Partners L.P., a Delaware limited partnership.




          “EPD GP” means Enterprise Products GP, LLC, a Delaware limited partnership and the
current sole general partner of EPD.




          “EPE LTIP” means the Enterprise Product Company 2005 EPE Long-Term Incentive Plan, as
amended and restated.




          “EPE SEC Documents” shall have the meaning specified in Section 3.03.




          “ETE” means Energy Transfer Equity, L.P., a Delaware limited partnership.




          “ETE GP” means LE GP, LLC, a Delaware limited liability company and the general
partner of ETE.




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          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.




          “GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time.




          “General Partner” has the meaning specified in the recitals of this Agreement.




          “Governmental Authority” shall include the country, state, county, city and political
subdivisions in which any Person or such Person’s Property is located or which exercises valid
jurisdiction over any such Person or such Person’s Property, and any court, agency, department,
commission, board, bureau or instrumentality of any of them and any monetary authorities that
exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise
specified, all references to Governmental Authority herein shall mean a Governmental Authority
having jurisdiction over, where applicable, the Partnership, its Subsidiaries or any of their
Property or any of the Purchasers.




          “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.




          “Indemnified Party” shall have the meaning specified in Section 7.03.




          “Indemnifying Party” shall have the meaning specified in Section 7.03.




          “Law” means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.




          “Lien” means any interest in Property securing an obligation owed to, or a claim by, a
Person other than the owner of the Property, whether such interest is based on the common law,
statute or contract, and whether such obligation or claim is fixed or contingent, and including but
not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment for security
purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any
Property that it has acquired or holds subject to a conditional sale agreement, or leases under a
financing lease or other arrangement pursuant to which title to the Property has been retained by
or vested in some other Person in a transaction intended to create a financing.




          “Lock-Up Date” means 60 days from the Closing Date.




          “Knowledge of the Partnership” means to the actual knowledge of Dan L. Duncan, W.
Randall Fowler, Michael A. Creel and Richard H. Bachmann, as Chairman or executive officers of the
general partner of the Partnership.




          “NYSE” means The New York Stock Exchange.




          “Participating Unit” means, in the case of a Purchaser that is a large multi-unit
investment or commercial banking organization, the unit of such Purchaser participating in the
transactions contemplated by this Agreement, which with respect to Goldman, Sachs & Co.,




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shall mean only the Americas Special Situations Group of Goldman Sachs, as currently
configured, and shall not include any area or division of Goldman, Sachs & Co. or any of its
Affiliates, other than the Americas Special Situations Group of Goldman Sachs, as currently
configured.




          “Partnership” shall have the meaning specified in the introductory paragraph.




          “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of August 29, 2005, as amended by Amendment No. 1, dated
effective as of May 7, 2007.




          “Partnership Material Adverse Effect” means any material and adverse effect on (i) the
assets, liabilities, financial condition, business, operations, prospects or affairs of the
Partnership and its Subsidiaries, taken as a whole, measured against those assets, liabilities,
financial condition, business, operations, prospects or affairs reflected in the EPE SEC Documents
filed with the Commission prior to the date hereof or from the facts represented or warranted by
the Partnership in any Basic Document, (ii) the ability of the Partnership to meet its obligations
under the Basic Documents, or (iii) the ability of the Partnership to consummate the transactions
under any Basic Document on a timely basis. Notwithstanding the foregoing, a “Partnership Material
Adverse Effect” shall not include any effect resulting or arising from: (a) any change in general
economic conditions in the industries or markets in which the Partnership, its Subsidiaries, or ETE
or its Subsidiaries, operate that do not have a disproportionate impact on the Partnership or its
Subsidiaries; (b) the outbreak or escalation of national or international political, diplomatic or
military conditions, including any engagement in hostilities, whether or not pursuant to a
declaration of war, or the occurrence of any military or terrorist attack; or (c) changes in GAAP
or other accounting principles.




          “Partnership Related Parties” shall have the meaning specified in Section
7.02.




          “Partnership Securities” means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights to an equity
interest in the Partnership), including without limitation Units and Class C units (as defined in
the Partnership Agreement).




          “Party” or “Parties” means the Partnership and the Purchasers party to this
Agreement, individually or collectively, as the case may be.




          “Person” means any individual, corporation, company, voluntary association,
partnership, joint venture, trust, limited liability company, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or any other form of
entity.




          “Placement Agents” shall have the meaning specified in Section 3.12.




          “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.




          “Purchased Units” means the Units to be issued and sold to the Purchasers pursuant to
this Agreement.




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          “Purchaser” and “Purchasers” shall have the meaning specified in the
introductory paragraph.




          “Purchaser Material Adverse Effect” means, with respect to a particular Purchaser, any
material and adverse effect on (a) the ability of a Purchaser to meet its obligations under the
Basic Documents or (b) the ability of a Purchaser to consummate the transactions under any Basic
Document on a timely basis.




          “Purchaser Related Parties” shall have the meaning specified in Section 7.01.




          “Registration Rights Agreement” means the Registration Rights Agreement, substantially
in the form attached to this Agreement as Exhibit A, to be entered into at the Closing,
among the Partnership and the Purchasers.




          “Representatives” of any Person means the Affiliates, control persons, officers,
directors, employees, agents, counsel, investment bankers and other representatives of such Person.




          “SEC Documents” means the EPE SEC Documents and all reports, schedules and statements
filed with the SEC by each of EPD, TEPPCO and DEP since January 1, 2007.




          “Securities Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.




          “Short Sale” means, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and
forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined
in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers.




          “Subsidiary” means, as to any Person, any corporation or other entity of which (i)
such Person or a Subsidiary of such Person is a general partner or managing member, (ii) at least a
majority of the outstanding equity interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or similar governing body of such corporation or other
entity is at the time directly or indirectly owned or controlled by such Person or one or more of
its Subsidiaries or (iii) any corporation or other entity as to which such Person consolidates for
accounting purposes.




          “Taxes” means any tax, charge, levy, penalty or other assessment imposed by any U.S.
federal, state, local or foreign taxing authority, including any excise, property, income, sales,
transfer, franchise, payroll, withholding, social security or other tax, including any interest,
penalties or additions attributable thereto.




          “Tax Return” means any return, report, information return, declaration, claim for
refund or other document (including any related or supporting information) supplied or required to
be supplied with respect to any Taxes and including any supplement or amendment thereof.




          “TEPPCO” means TEPPCO Partners, L.P., a Delaware limited partnership.




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          “TEPPCO GP” means Texas Eastern Products Pipeline Company, LLC, a Delaware limited
liability company and the current sole general partner of TEPPCO.




          “Units” means the Units of the Partnership (as defined in the Partnership Agreement)
representing limited partner interests therein.




          “Unit Purchase Price” shall have the meaning specified in Section 2.01(c).




          “Unitholders” means the Unitholders of the Partnership (within the meaning of the
Partnership Agreement).




          “8-K Filing” shall have the meaning specified in Section 5.10.




          Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified in this
Agreement, all accounting terms used herein shall be interpreted, all determinations with respect
to accounting matters under this Agreement shall be made, and all financial statements and
certificates and reports as to financial matters required to be furnished to the Purchasers under
this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the
periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q
promulgated by the Commission) and in compliance as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the Commission
with respect thereto.




ARTICLE II

SALE AND PURCHASE




          Section 2.01 Sale and Purchase.





          (a) Sale and Purchase. Subject to the terms and conditions of this Agreement,
at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, and each
Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, the
number of Purchased Units determined pursuant to paragraph (b) below of this
Section 2.01, and each Purchaser agrees to pay the Partnership the Unit Purchase
Price for each Purchased Unit, in each case, as set forth in paragraph (c) below of
this Section 2.01. The obligation of each Purchaser under this Agreement is
independent of the obligation of each other Purchaser, and the failure or waiver of
performance with respect to any Purchaser does not excuse performance by any other
Purchaser.




          (b) Units. The number of Purchased Units to be issued and sold to each
Purchaser shall be the number of Purchased Units under the column titled “Number of
Purchased Units” on Schedule 2.01 opposite the name of such Purchaser.




          (c) Consideration. The amount per Unit each Purchaser will pay to the
Partnership to purchase the Purchased Units (the “Unit Purchase Price”) shall be
$37.25; provided, however, that if the Closing Date is after the record date for the
distribution to Unitholders with respect to the quarter ending June 30, 2007 and paid in the
quarter ended September 30, 2007, then the Purchasers shall receive a discount on the Unit
Purchase Price equal to the amount per Unit of such distribution.



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          Section 2.02 Closing. Subject to the terms and conditions of this Agreement, the execution and
delivery of the Basic Documents (other than this Agreement), delivery of certificates representing
the Purchased Units and execution and delivery of all other instruments, agreements, and other
documents required by this Agreement (the “Closing”) shall take place on July 17, 2007, or
such other date as shall be agreeable to the Parties (the “Closing Date”). The Closing
shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002.
At the Closing, subject to the terms and conditions of this Agreement, each of the Partnership and
the Purchasers shall deliver, or cause to be delivered, the items set forth in Article VI.




          Section 2.03 Independent Nature of Purchasers’ Obligations and Rights. The respective obligations
of each Purchaser under any Basic Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under any Basic Document. The failure or waiver of performance
under any Basic Document by any Purchaser, or on its behalf, does not excuse performance by any
other Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by
any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group for purposes of Section 13(d) of the
Exchange Act with respect to such obligations or the transactions contemplated by any Basic
Document. Each Purchaser shall be entitled to independently protect and enforce its rights,
including the rights arising out of this Agreement or out of the other Basic Documents, and it
shall not be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.



ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP




          The Partnership represents and warrants to the Purchasers, on and as of the date of this
Agreement and on and as of the Closing Date, as follows:




          Section 3.01 Existence of the Partnership and its Subsidiaries.





          (a) The Partnership: (i) is a limited partnership duly formed, validly existing and in
good standing under the Laws of the State of Delaware; (ii) has all requisite limited
partnership power and authority, and has all governmental licenses, authorizations, consents
and approvals, necessary to own, lease, use and operate its Properties and carry on its
business as its business is now being conducted as described in the EPE SEC Documents,
except where the failure to obtain such licenses, authorizations, consents and approvals
would not reasonably be expected to have a Partnership Material Adverse Effect; and (iii) is
qualified to do business in all jurisdictions in which the nature
of the business conducted by it makes such qualifications necessary, except where
failure so to qualify would not reasonably be expected to have a Partnership Material
Adverse Effect. The Partnership is not in violation of its certificate of limited
partnership or the Partnership Agreement.



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          (b) Each of EPD GP and TEPPCO GP has been duly formed and is validly existing and in
good standing under the laws of the State or other jurisdiction of its organization and has
all requisite limited liability company power and authority, and has all governmental
licenses, authorizations, consents and approvals necessary, to own, lease, use or operate
its respective Properties and carry on its business as now being conducted and as described
in their respective SEC Documents, except where the failure to obtain such licenses,
authorizations, consents and approvals would not be reasonably likely to have a Partnership
Material Adverse Effect. Each of EPD GP and TEPPCO GP is duly qualified or licensed and in
good standing as a foreign entity, and is authorized to do business in each jurisdiction in
which the ownership or leasing of its respective Properties or the character of its
respective operations makes such qualification necessary, except where the failure to obtain
such qualification, license, authorization or good standing would not be reasonably likely
to have a Partnership Material Adverse Effect. None of EPD GP or TEPPCO GP is in violation
of its certificate of formation or limited liability company agreement.




          (c) Each of EPD and TEPPCO is a limited partnership duly formed, validly existing and
in good standing under the Laws of the State of Delaware, with all requisite limited
partnership power and authority to own, lease, use and operate its Properties and carry on
its business as its business is now being conducted.




          Section 3.02
Purchased Units, Capitalization and Valid Issuance.




          (a) The Purchased Units shall have those rights, preferences, privileges and
restrictions governing the Units as set forth in the Partnership Agreement. A true and
correct copy of the Partnership Agreement has been filed by the Partnership with the
Commission.




          (b) As of the date of this Agreement, the issued and outstanding limited partner
interests of the Partnership consist of (i) 103,057,420 Units (including 14,173,304 Units
issued on July 12, 2007 upon conversion of Class B Units) and (ii) 16,000,000 Class C Units,
and the only issued and outstanding general partner interest is the General Partner’s 0.01%
general partner interest. All of the outstanding Units and Class C Units have been duly
authorized and validly issued in accordance with applicable Law under the Delaware LP Act
and the Partnership Agreement and are fully paid (to the extent required under applicable
Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be
affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).




          (c) Other than the EPE LTIP, the Partnership has no equity compensation plans that
contemplate the issuance of Units (or securities convertible into or exchangeable for
Units). No indebtedness having the right to vote (or convertible into or exchangeable for
securities having the right to vote) on any matters on which the Unitholders may vote is
issued or outstanding. Except (i) as have been granted pursuant to EPE LTIP, (ii) as
contemplated by this Agreement or (iii) as are contained in the Partnership Agreement, there
are no outstanding or authorized (A) options, warrants, preemptive rights, subscriptions,
calls, convertible or exchangeable securities or other



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rights, agreements, claims or
commitments of any character obligating the Partnership or any of its Subsidiaries to issue,
transfer or sell any limited partner interests or other equity interests in, the Partnership
or securities convertible into or exchangeable for such limited partner interests or other
equity interests, (B) obligations of the Partnership to repurchase, redeem or otherwise
acquire any limited partner interests or other equity interests of the Partnership or any of
its Subsidiaries or any such securities or agreements listed in clause (A) of this
sentence or (C) voting trusts or similar agreements to which the Partnership or any of its
Subsidiaries is a party with respect to the voting of the equity interests of the
Partnership.




          (d) (i) All of the issued and outstanding equity interests of each of EPD GP and TEPPCO
GP, (ii) 13,454,498 common units of EPD owned by the Partnership, (iii) the general partner
interest in EPD (together with the incentive distribution rights in EPD) and (iv) 4,400,000
common units of TEPPCO owned by the Partnership have been duly authorized, validly issued
and are fully paid (to the extent required by applicable Law and the applicable
organizational documents of such Subsidiaries) and, other than with respect to general
partner interests, non-assessable (except as nonassessability may be affected by Sections
17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of the
Delaware LLC Act, as applicable, or the organizational documents of such Subsidiaries).
Subject to (i) Liens described in the Partnership SEC Documents (including (A) the security
interests granted in connection with Partnership’s Second Amended and Restated Credit
Agreement, dated as of May 1, 2007, with the Lenders named therein, Citicorp North America,
Inc., as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, Citibank,
N.A., as Issuing Bank, and The Bank of Nova Scotia, Sun Trust Bank and Mizuho Corporate
Bank, Ltd., as Co-Documentation Agents, and (B) rights under the limited liability company
agreement of ETE GP as set forth in the SEC Documents) and (ii) restrictions as may exist
under applicable Law, the Partnership owns the foregoing equity interests in EPD GP, TEPPCO
GP, EPD and TEPPCO, and the common units representing limited partner interests of ETE owned
by the Partnership and the membership interests of ETE GP owned by the Partnership, free and
clear of any material Liens. Except as disclosed in the Partnership’s SEC Documents, the
Partnership does not own directly any shares of capital stock or other securities of, or
interest in, any other Person, and is not obligated to make any capital contribution to or
other investment in any other Person.




          (e) The offer and sale of the Purchased Units and the limited partner interests
represented thereby have been duly authorized by the Partnership pursuant to the Partnership
Agreement and, when issued and delivered to the Purchasers against payment therefor in
accordance with the terms of this Agreement, will be validly issued, fully paid
(to the extent required by applicable Law and the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607
and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on
transfer, other than restrictions on transfer under the Partnership Agreement and under
applicable state and federal securities Laws and other than such Liens as are created by the
Purchasers.



9









 






          (f) The Partnership’s currently outstanding Units are quoted on the NYSE, and the
Partnership has not received any notice of delisting. The Purchased Units will be issued in
compliance with all applicable rules of the NYSE. Approval of the issuance of the Purchased
Units pursuant to this Agreement by holders of outstanding Units is not required pursuant to
Rule 312.03 of the NYSE Listed Company Manual or the Partnership Agreement. Prior to the
Closing, the Partnership shall file a supplemental listing application with the NYSE to list
the Purchased Units.




          (g) None of the execution of this Agreement, the offering or sale of the Purchased
Units or the registration of the Units pursuant to the Registration Rights Agreement gives
rise to any rights for or relating to the registration of any Units or other securities of
the Partnership other than pursuant to the Registration Rights Agreement and those rights
granted to the General Partner or any of its Affiliates (as such term is defined in the
Partnership Agreement) under Section 7.12 of the Partnership Agreement.



          Section 3.03 EPE SEC Documents. The Partnership has timely filed with the Commission all reports,
schedules and statements required to be filed by it under the Exchange Act since the consummation
of its initial public offering (all such documents filed on or prior to the date of this Agreement,
but specifically excluding any documents “furnished,” collectively, the “EPE SEC
Documents”). The EPE SEC Documents, including any Partnership audited or unaudited financial
statements and any notes thereto or schedules included therein, at the time filed (except to the
extent corrected by a subsequently filed EPE SEC Document filed prior to the date of this
Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, (ii) complied as to form in all
material respects with applicable requirements of the Exchange Act and the applicable accounting
requirements and with the published rules and regulations of the Commission with respect thereto,
(iii) were prepared in accordance with GAAP applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of unaudited statements,
as permitted by Form 10-Q of the Commission) and (iv) fairly present (subject in the case of
unaudited statements to normal, recurring and year-end audit adjustments) in all material respects
the consolidated financial position of the Partnership as of the dates thereof and the consolidated
results of its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an
independent registered public accounting firm with respect to the Partnership and has not resigned
or been dismissed; provided, the Partnership notes to the Purchasers for purposes of clarification
that the pro forma financial statements of the Partnership after giving effect to the acquisitions
of limited partner interests in ETE and TEPPCO and their respective general partners on May 7,
2007, together with the applicable historical financial
statements of such entities, which are required to be filed within 71 days after the date on
which the original Form 8-K relating to these transactions was required to be filed, have not yet
been filed by the Partnership with the Commission on Form 8-K/A.




          Section 3.04 No Material Adverse Change. Except as set forth (a) in or contemplated by the SEC
Documents filed with the Commission on or before the date hereof or (b) below in this Section,
since December 31, 2006, the Partnership and its Subsidiaries have conducted their business in the
ordinary course, consistent with past practice, and there has been no (i) change that has had or
would reasonably be expected to have a Partnership Material Adverse Effect, (ii)




10









 




acquisition or
disposition of any material asset by the Partnership or any of its Subsidiaries or any contract or
arrangement therefor, otherwise than for fair value in the ordinary course of business, (iii)
material change in the Partnership’s accounting principles, practices or methods or (iv) incurrence
of material indebtedness. The Partnership expects to adopt the equity method of accounting with
respect to, and to recast its financial statements for purposes of giving effect to, the ownership
of limited partner interests in ETE and TEPPCO and their respective general partners acquired on
May 7, 2007.




          Section 3.05 Litigation. Except as set forth in the SEC Documents, there is no Action pending or,
to the knowledge of the Partnership, contemplated or threatened against the Partnership or any of
its Subsidiaries or any of their respective officers (in their capacity as such), directors (in
their capacity as such) or Properties, (a) which (individually or in the aggregate) reasonably
would be expected to have a Partnership Material Adverse Effect or which challenges the validity of
any of the Basic Documents or the right of the Partnership to enter into any of the Basic Documents
or to consummate the transactions contemplated hereby and thereby or (b) which would reasonably be
expected to adversely affect or restrict the Partnership’s ability to consummate the transactions
contemplated by the Basic Documents.




          Section 3.06 No Breach. The execution, delivery and performance by the Partnership of the Basic
Documents to which it is a party and all other agreements and instruments to be executed and
delivered by the Partnership pursuant hereto or thereto or in connection herewith and therewith,
and compliance by the Partnership with the terms and provisions hereof and thereof, do not and will
not (a) violate any provision of any Law, governmental permit, determination or award having
applicability to the Partnership or any of its Subsidiaries or any of their respective Properties,
(b) conflict with or result in a violation of any provision of the organizational documents of the
Partnership or any of its Subsidiaries, (c) require any consent, approval or notice under or result
in a violation or breach of or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration) under any note,
bond, mortgage, license, loan or credit agreement or other instrument, obligation or agreement to
which the Partnership or any of its Subsidiaries is a party or by which the Partnership or any of
its Subsidiaries or any of their respective Properties may be bound or (d) result in or require the
creation or imposition of any Lien upon or with respect to any of the Properties now owned or
hereafter acquired by the Partnership or any of its Subsidiaries, except in the cases of
clauses (a), (c) and (d) where such violation, default, breach,
termination, cancellation, failure to receive consent or approval, or acceleration with respect to
the foregoing provisions of this Section 3.06 would not, individually or in the aggregate,
reasonably be expected to have a Partnership Material Adverse Effect.




          Section 3.07 Authority. The Partnership has all necessary limited partnership power and authority
to execute, deliver and perform its obligations under the Basic Documents to which it is a party
and to consummate the transactions contemplated thereby; the execution, delivery and performance by
the Partnership of the Basic Documents to which it is a party, and the consummation of the
transactions contemplated thereby, have been duly authorized by all necessary action on its part;
and the Basic Documents will constitute the legal, valid and binding obligations of Partnership,
enforceable in accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally
or by general principles of equity, including principles of




11









 




commercial reasonableness, fair dealing
and good faith. No approval from the holders of outstanding Units is required under the
Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and
sale of the Purchased Units to the Purchasers.




          Section 3.08 Approvals. Except as required by the Commission in connection with the Partnership’s
obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver,
license, qualification or written exemption from, nor any filing, declaration, qualification or
registration with, any Governmental Authority or any other Person is required in connection with
the execution, delivery or performance by the Partnership of any of the Basic Documents to which it
is a party or the Partnership’s issuance and sale of the Purchased Units, except (i) as may be
required under the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such
authorization, consent, approval, waiver, license, qualification or written exemption or to make
such filing, declaration, qualification or registration would not, individually or in the
aggregate, reasonably be expected to have a Partnership Material Adverse Effect.




          Section 3.09 MLP Status. Each of the Partnership, DEP, EPD and TEPPCO has, for each taxable year
beginning on or after the closing of its respective initial public offering, met the gross income
requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended. To the
knowledge of the Partnership, ETE and Energy Transfer Equity, L.P., a Delaware limited partnership,
has, for each taxable year beginning on or after the closing of its respective initial public
offering, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of
1986, as amended.




          Section 3.10 Investment Company Status. The Partnership is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.




          Section 3.11 Valid Private Placement. Assuming the accuracy of the representations and warranties
of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Units
pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and
neither the Partnership nor, to the Partnership’s knowledge, any authorized Representative acting
on its behalf has taken or will take any action hereafter that would cause the loss of such
exemption.




          Section 3.12 Certain Fees. Other than fees payable to Citigroup Global Markets, Inc. and Lehman
Brothers, Inc. (collectively, the “Placement Agents”) for their services as placement
agents, no fees or commissions are or will be payable by the Partnership to brokers, finders, or
investment bankers with respect to the sale of any of the Purchased Units or the consummation of
the transactions contemplated by this Agreement. The Purchasers shall not be liable for any such
fees or commissions.




          Section 3.13 No Side Agreements. Except for the confidentiality agreements described in
Section 8.06, the Registration Rights Agreement and the engagement letters with the
Placement Agents, there are no other agreements by, among or between the Partnership or its
Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on the other hand, with
respect to the transactions contemplated hereby nor promises or inducements for future transactions
between or among any of such parties.




12









 





          Section 3.14 Form S-3 Eligibility. The Partnership is eligible to register the Purchased Units for
resale by the Purchasers on a registration statement on Form S-3 under the Securities Act.




          Section 3.15 Taxes. The Partnership has filed all Tax Returns required to be filed. To the
knowledge of the Partnership, such Tax Returns are true, correct and complete in all material
respects. The Partnership has paid in full all Taxes shown to be due on such Tax Returns. The
Partnership has not received any written notice of deficiency or assessment from any taxing
authority with respect to liabilities for any material Taxes, which have not been fully paid or
finally settled, unless being contested in good faith through appropriate proceedings and for which
adequate reserves are presented in the Partnership’s financial statements included in the EPE SEC
Documents.




          Section 3.16 Acknowledgment Regarding Purchase of Purchased Common Units The Partnership
acknowledges and agrees that (i) each of the Purchasers is participating in the transactions
contemplated by this Agreement and the other Basic Documents at the Partnership’s request and the
Partnership has concluded that such participation is in the Partnership’s best interest and is
consistent with the Partnership’s objectives and (ii) each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser. The Partnership
further acknowledges that no Purchaser is acting or has acted as an advisor, agent or fiduciary of
the Partnership (or in any similar capacity) with respect to this Agreement or the other Basic
Documents and any advice given by any Purchaser or any of its respective Representatives in
connection with this Agreement or the other Basic Documents is merely incidental to the Purchasers’
purchase of the Purchased Units. The Partnership further represents to each Purchaser that the
Partnership’s decision to enter into this Agreement has been based solely on the independent
evaluation of the transactions contemplated hereby by the Partnership and its Representatives.




          Section 3.17 Compliance with Laws. Neither the Partnership nor any of its Subsidiaries is in
violation of any Law applicable to the Partnership or its Subsidiaries, except as would not,
individually or in the aggregate, have a Partnership Material Adverse Effect. The Partnership and
its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
regulatory authorities necessary to conduct their respective businesses, except where the failure
to possess such certificates, authorizations or permits would not have, individually or in the
aggregate, a Partnership Material Adverse Effect, and neither the Partnership nor any such
Subsidiary has received any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit, except where such potential revocation or modification
would not have, individually or in the aggregate, a Partnership Material Adverse Effect.




ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER




          Each Purchaser, severally and not jointly, represents and warrants to the Partnership with
respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as
follows:





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     Section 4.01 Valid Existence. Such Purchaser (a) is duly incorporated or formed,
validly existing and in good standing under the Laws of its respective jurisdiction of
incorporation or formation, and (b) has all requisite power and authority, and has all material
governmental licenses, authorizations, consents and approvals necessary to own its Properties and
carry on its business as its business is now being conducted, except where the failure to obtain
such licenses, authorizations, consents and approvals would not reasonably be expected to have a
Purchaser Material Adverse Effect. Each such Purchaser is not in default in the performance,
observance or fulfillment of any provision of its organizational documents, except where such
default would not have or would not reasonably likely to have a Purchaser Material Adverse Effect.



     Section 4.02 No Breach. The execution, delivery and performance by such Purchaser of
the Basic Documents to which it is a party and all other agreements and instruments to be executed
and delivered by such Purchaser pursuant hereto or thereto or in connection herewith or therewith,
compliance by such Purchaser with the terms and provisions hereof and thereof, and the purchase of
the Purchased
Units by such Purchaser do not and will not (a) violate any provision of any Law, governmental
permit, determination or award having applicability to such Purchaser or any of its Properties, (b)
conflict with or result in a violation of any provision of the organizational documents of such
Purchaser or (c) require any consent (other than standard internal consents), approval or notice
under or result in a violation or breach of or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation or acceleration)
under any note, bond, mortgage, license, loan or credit agreement or other instrument or agreement
to which such Purchaser is a party or by which such Purchaser or any of its Properties may be
bound, except in the case of clauses (a) and (c), where such violation, default,
breach, termination, cancellation, failure to receive consent or approval, or acceleration with
respect to the foregoing provisions of this Section 4.02 would not, individually or in the
aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.



     Section 4.03 Authority. The Purchaser has all necessary corporate, limited liability
company or partnership power and authority to execute, deliver and perform its obligations under
the Basic Documents to which it is a party and to consummate the transactions contemplated thereby;
the execution, delivery and performance by the Purchaser of the Basic Documents to which it is a
party, and the consummation of the transactions contemplated thereby, have been duly authorized by
all necessary action on its part; and the Basic Documents will constitute the legal, valid and
binding obligations of Purchaser, enforceable in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws
affecting creditors’ rights generally or by general principles of equity, including principles of
commercial reasonableness, fair dealing and good faith.



     Section 4.04 Investment. The Purchased Units are being acquired for such Purchaser’s
own account, or the accounts of clients for whom such Purchaser exercises discretionary investment
authority (all of whom the Purchaser hereby represents and warrants are “accredited investors”
within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the
Securities Act), not as a nominee or agent, and with no present intention of distributing the
Purchased Units or any part thereof, and that such Purchaser has no present intention of selling or
granting any participation in or otherwise distributing the same in any



14









 







transaction in violation of
the securities Laws of the United States of America or any state, without prejudice, however, to
such Purchaser’s right at all times (subject to such Purchaser’s agreement contained in Section
5.02) to sell or otherwise dispose of all or any part of the Purchased Units under a
registration statement under the Securities Act and applicable state securities Laws or under an
exemption from such registration available thereunder (including, without limitation, if available,
Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any
of the Purchased Units, such Purchaser understands and agrees (a) that it may do so only (i) in
compliance with the Securities Act and applicable state securities law, as then in effect, or
pursuant to an exemption therefrom (including Rule 144 under the Securities Act) or (ii) in the
manner contemplated by any registration statement pursuant to which such securities are being
offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to
such securities. Notwithstanding the foregoing, any Purchaser may at any time enter into one or
more
total return swaps with respect to such Purchaser’s Purchased Units with a third party or
transfer Purchased Units to an Affiliate of such Purchaser provided that any such transaction is
exempt from registration under the Securities Act. The Purchaser understands and acknowledges that
the Commission currently takes the position that coverage of short sales of securities “against the
box” prior to the effective date of a registration statement is a violation of Section 5 of the
Securities Act.



     Section 4.05 Nature of Purchaser. Such Purchaser represents and warrants to, and
covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the
meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act
and (b) by reason of its business and financial experience it has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Purchased Units, is able to bear the economic risk of
such investment and, at the present time, would be able to afford a complete loss of such
investment.



     Section 4.06 Receipt of Information; Authorization. Such Purchaser acknowledges that
it (a) has access to the SEC Documents as well as filings of reports by ETE and its Affiliates with
the Commission and (b) has been provided a reasonable opportunity to ask questions of and receive
answers from Representatives of the Partnership regarding such matters.



     Section 4.07 Restricted Securities. Such Purchaser understands that the Purchased
Units it is purchasing are characterized as “restricted securities” under the federal securities
Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a
public offering and that under such Laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain limited circumstances. In this
connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the
Commission promulgated under the Securities Act.



     Section 4.08 Certain Fees. No fees or commissions will be payable by such Purchaser
to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units
or the consummation of the transactions contemplated by this Agreement.



     Section 4.09 Legend. It is understood that the certificates evidencing the Purchased
Units will bear the following legend:



15









 






“These securities have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or the securities laws
of any state or other jurisdiction. These
securities may not be sold, offered for sale, pledged or
hypothecated except pursuant to an effective registration statement
under the Securities Act or pursuant to an exemption from
registration thereunder, in each case in accordance with all
applicable securities laws of the states or other jurisdictions, and
in the case of a transaction exempt from registration, such
securities may only be transferred if the transfer agent for such
securities has received documentation satisfactory to it that such
transaction does not require registration under the Securities Act.”



     Section 4.10 No Substantial Security Holders. Such Purchaser represents and warrants
to, and covenants and agrees with, the Partnership that, on the date hereof and as of the date of
Closing (before giving effect to the purchase of Purchased Units pursuant to this Agreement), such
Purchaser and its Affiliates (a) hold beneficial ownership of less than five percent of the Units
of the Partnership outstanding on the date hereof and (b) hold beneficial ownership of less than
five percent of the outstanding voting power of the Partnership.



     Section 4.11 No Side Agreements. There are no other agreements by, among or between
such Purchaser and any of its Affiliates, on the one hand, and other of the other Purchasers or
their Affiliates, on the other hand, with respect to the transactions contemplated hereby nor
promises or inducements for future transactions between or among any of such parties.



     Section 4.12 Short Selling. Such Purchaser has not engaged in any transaction
involving Units owned by it, including any purchase, sale or Short Sale of Units, between the time
it first began discussions with the Partnership or the placement agents about the transaction
contemplated by this Agreement and the date hereof (it being understood that the entering into of a
total return swap should not be considered a short sale); provided, however, 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, 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.



ARTICLE V

COVENANTS




     Section 5.01 Issuer Lock-Up/Subsequent Issuances of Units. Without the written
consent of the holders of a majority of the Purchased Units, from the date of this Agreement until
the Lock-Up Date, the Partnership shall not grant, issue or sell any Units or other equity or
voting securities of the Partnership or any securities convertible thereinto or exchangeable
therefor, or take any other action that may result in the issuance of any
of the foregoing, other than (i) the issuance of options or Units under the EPE LTIP, or the
issuance of Units upon the



16









 







exercise of awards issued under the EPE LTIP, (ii) the issuance of Units
upon conversion of Class C Units outstanding on the date of this Agreement, (iii) the issuance or
sale of Units at a price no less than 110% of the Unit Purchase Price (including, and not net of,
any underwriting discounts and commissions or placement fees) and (iv) Units issued as
consideration for or to finance the acquisition of assets or equity reasonably believed by the
Partnership to be accretive to distributable cash flows per Unit. Notwithstanding the foregoing,
the Partnership shall not sell, offer for sale or solicit offers to buy any security (as defined in
the Securities Act) that would be integrated with the sale of the Purchased Units in a manner that
would require the registration under the Securities Act of the sale of the Purchased Units to the
Purchasers.



     Section 5.02 Purchaser Lock-Ups. Without the prior written consent of the
Partnership, each Purchaser agrees that neither such Purchaser nor any of its Affiliates will
offer, sell, pledge or otherwise transfer or dispose of any of its Purchased Units prior to the
Lock-Up Date; provided, however, that any Purchaser may, (i) subject Section 8.04(c), enter
into one or more total return swaps or similar transactions at any time with respect to the
Purchased Units purchased by such Purchaser provided that such transaction is exempt from
registration under the Securities Act and (ii) transfer its Purchased Units to an Affiliate of such
Purchaser or to any other Purchaser or an Affiliate of such other Purchaser, provided that any such
Affiliate transferee agrees to the restrictions set forth in this Section 5.02.



     Section 5.03 Taking of Necessary Action. Each of the Parties hereto shall use its
commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do
or cause to be done all things necessary, proper or advisable under applicable Law and regulations
to consummate and make effective the transactions contemplated by this Agreement. Without limiting
the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to
make all filings and obtain all consents of Governmental Authorities that may be necessary or, in
the reasonable opinion of the other Parties, as the case may be, advisable for the consummation of
the transactions contemplated by the Basic Documents.



     Section 5.04 Disclosure; Public Filings. The Partnership may, without prior written
consent or notice, (i) file this Agreement as an exhibit to an Exchange Act report and (ii)
disclose information with respect to any Purchaser solely to the extent required by applicable Law
or the rules and regulations of the Commission, the NYSE or other exchange on which securities of
the Partnership are listed or traded.



     Section 5.05 Other Actions. The Partnership shall file prior to the Closing a
supplemental listing application with the NYSE to list the Purchased Units.



     Section 5.06 Use of Proceeds. The Partnership will use the collective proceeds from the sale of the Purchased Units to
repay a portion of the outstanding indebtedness under its 364-day credit facility.



     Section 5.07 Partnership Fees. The Partnership agrees that it will indemnify and hold
harmless each of the Purchasers from and against any and all claims, demands, or liabilities for
broker’s, finder’s, placement, or other similar fees or commissions incurred by the Partnership or
alleged to have been incurred by the Partnership in connection with the sale of Purchased Units or
the consummation of the transactions contemplated by this Agreement.



17









 





     Section 5.08 Purchaser Fees. Each Purchaser agrees, severally and not jointly with
the other Purchasers, that it will indemnify and hold harmless the Partnership from and against any
and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or
commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in
connection with the purchase of Purchased Units or the consummation of the transactions
contemplated by this Agreement.



     Section 5.09 Certain Special Allocations of Book and Taxable Income. To the extent
that the Unit Purchase Price is less than the trading price of the Units on the NYSE as of the
Closing Date, the General Partner intends to specially allocate items of book and taxable income to
the Purchasers so that their capital accounts in their Purchased Units are consistent, on a
per-Unit basis, with the capital accounts of the other holders of Units (and thus to assure
fungibility of all Units). Such special allocation will not occur until the earlier to occur of
any taxable period of the Partnership ending upon, or after, (a) a book-up event or book-down event
in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or a sale of all or
substantially all of the assets of the Partnership occurring after the date of the issuance of the
Purchased Units, (b) the transfer of the Purchased Units to a Person that is not an Affiliate of
the Purchaser, in which case, such allocation shall be made only with respect to the Purchased
Units so transferred, or (c) the General Partner’s receipt of written notice from a holder of the
holder’s election to trigger such allocation and true up the capital accounts (the “Capital Account
True-Up Election”) with respect to such holder’s Purchased Units. A Purchaser holding a Purchased
Unit shall be required to provide notice to the General Partner of the Partnership of a transfer of
a Purchased Unit to a Person who is not an Affiliate of the Purchaser no later than the last
Business Day of the calendar year during which such transfer occurred, unless by virtue of clause
(a) or (b) above, the general partner of the Partnership has determined that the Units are
consistent, on a per-Unit basis, with the capital accounts of the other holders of Units. However,
the sole and exclusive remedy for any holder’s failure to provide any such notice shall be the
enforcement of the remedy of specific performance against such holder and there will be no monetary
damages.



     Section 5.10 Non-Disclosure; Interim Public Filings. The Partnership shall, on or
before 8:30 a.m., New York time, on the first Business Day following execution of this Agreement,
issue a press release acceptable to the Purchasers disclosing all material terms of the
transactions contemplated hereby. Before 8:30 a.m., New York time, on the first Business Day
following the Closing Date, the Partnership shall file a
Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms
of the transactions contemplated by this Agreement and the other Basic Documents and including as
exhibits to such Current Report on Form 8-K this Agreement and the other Basic Documents, in the
form required by the Exchange Act. Except with respect to the 8-K Filing and the press release
referenced above (a copy of which will be provided to the Purchasers for their review as early as
practicable prior to its filing), the Partnership shall, at least two (2) Business Days prior to
the filing or dissemination of any disclosure required by this Section 5.10, provide a copy
thereof to the Purchasers for their review.



     Section 5.11 Acknowledgement and Agreement Regarding Short Sales. Each Purchaser
understands and acknowledges, severally and not jointly with any other Purchaser, that the
Commission currently takes the position that coverage of short sales of securities “against the
box” prior to the effective date of a registration statement is a violation of Section 5 of the



18









 







Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any
Short Sales that result in the disposition of the Units acquired hereunder by the Purchaser until
such time as the Shelf Registration Statement (as defined in the Registration Rights Agreement) is
declared effective (it being understood that the entering into of a long total return swap should
not be considered a Short Sale of Units) provided, however, 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, so long as such other units are not acting on behalf of the Purchasing Unit and have not been
provided with confidential information regarding the Partnership by the Participating Unit. No
Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short
Sales in the securities of the Partnership otherwise owned by such Purchaser or borrowed from a
broker after the date the press release contemplated by this Agreement is issued by the
Partnership.



ARTICLE VI

CLOSING CONDITIONS




     Section 6.01 Conditions to the Closing.




     (a) Mutual Conditions. The respective obligation of each Party to consummate
the purchase and issuance and sale of the Purchased Units shall be subject to the
satisfaction on or prior to the Closing Date of each of the following conditions (any or all
of which may be waived by a particular Party on behalf of itself in writing, in whole or in
part, to the extent permitted by applicable Law):




     (i) no Law shall have been enacted or promulgated, and no action shall have
been taken, by any Governmental Authority of competent jurisdiction which
temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise
prohibits the consummation of the transactions contemplated by this Agreement or
makes the transactions contemplated by this Agreement illegal;




     (ii) there shall not be pending any Action by any Governmental Authority
seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by
this Agreement; and




     (iii) the Purchased Common Units shall have been approved for listing on the
NYSE, subject to notice of issuance.




     (b) Each Purchaser’s Conditions. The respective obligation of each Purchaser
to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or
prior to the Closing Date of each of the following conditions (any or all of which may be
waived by a particular Purchaser on behalf of itself in writing, in whole or in part, to the
extent permitted by applicable Law):




     (i) the Partnership shall have performed and complied with the covenants and
agreements contained in this Agreement that are required to be performed and
complied with by the Partnership on or prior to the Closing Date;



19









 






     (ii) the representations and warranties of the Partnership contained in this
Agreement that are qualified by materiality or Partnership Material Adverse Effect
shall be true and correct when made and as of the Closing Date and all other
representations and warranties shall be true and correct in all material respects
when made and as of the Closing Date, in each case as though made at and as of the
Closing Date (except that representations made as of a specific date shall be
required to be true and correct as of such date only);




     (iii) since the date of this Agreement, no Partnership Material Adverse Effect
shall have occurred and be continuing;




     (iv) no notice of delisting from the NYSE shall have been received by the
Partnership with respect to the Units; and




     (v) the Partnership shall have delivered, or caused to be delivered, to the
Purchasers at the Closing, the Partnership’s closing deliveries described in
Section 6.02.




     (c) The Partnership’s Conditions. The obligation of the Partnership to
consummate the sale of the Purchased Units to each of the Purchasers shall be subject to the
satisfaction on or prior to the Closing Date of each of the following conditions with
respect to each Purchaser individually and not the Purchasers jointly (any or all of which
may be waived by the Partnership in writing, in whole or in part, to the extent permitted by
applicable Law):




     (i) each Purchaser shall have performed and complied with the covenants and
agreements contained in this Agreement that are required to be performed and
complied with by that Purchaser on or prior to the Closing Date;




     (ii) the representations and warranties of each Purchaser contained in this
Agreement that are qualified by materiality or Purchaser Material Adverse
Effect shall be true and correct when made and as of the Closing Date and all
other representations and warranties of the Purchasers shall be true and correct in
all material respects when made and as of the Closing Date, in each case as though
made at and as of the Closing Date (except that representations made as of a
specific date shall be required to be true and correct as of such date only);




     (iii) since the date of this Agreement, no Purchaser Material Adverse Effect
shall have occurred and be continuing; and




     (iv) each Purchaser shall have delivered, or caused to be delivered, to the
Partnership at the Closing, such Purchaser’s closing deliveries described in
Section 6.03.



     Section 6.02 Partnership Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each
Purchaser:



20









 






     (a) The Purchased Units by delivering certificates (bearing the legend set forth in
Section 4.08 and meeting the requirements of the Partnership Agreement) evidencing
such Purchased Units at the Closing, all free and clear of any Liens, encumbrances or
interests of any other party other than restrictions on transfer imposed by federal and
state securities Laws and those imposed by such Purchaser;




     (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii)
the Certificate of Formation of the General Partner, each certified by the Secretary of
State of the State of Delaware, dated as of a recent date, and as certified pursuant to
Section 6.02(h);




     (c) A certificate of the Secretary of State of the State of Delaware, dated as of a
recent date, that each of the Partnership and the General Partner is in good standing;




     (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered
to each Purchaser certifying that it has received the Allocated Purchase Amount with respect
to the Purchased Units issued and sold to such Purchaser;




     (e) The Registration Rights Agreement in substantially the form attached to this
Agreement as Exhibit A, which shall have been duly executed by the Partnership;




     (f) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated
the Closing Date, substantially similar in substance to the form of opinion attached to this
Agreement as Exhibit B;




     (g) An Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit C; and




     (h) A certificate of the Secretary or Assistant Secretary of the General Partner, on
behalf of itself and the Partnership, certifying as to (i) the Certificate of Limited
Partnership of the Partnership; (ii) the Certificate of Formation of the General
Partner; (iii) the Partnership Agreement, as amended; (iv) the limited liability company
agreement, as amended, of the General Partner; (v) board resolutions authorizing the
execution and delivery of the Basic Documents and the consummation of the transactions
contemplated thereby and hereby; and (vi) the incumbent officers authorized to execute the
Basic Documents, setting forth the name and title and bearing the signatures of such
officers.



     Section 6.03 Purchaser Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, each Purchaser will deliver, or cause to be delivered:




     (a) payment to the Partnership of such Purchaser’s Allocated Purchase Amount by wire
transfer(s) of immediately available funds to an account designated by Partnership in
writing at least two (2) Business Days prior to the Closing Date;




     (b) the Registration Rights Agreement in substantially the form attached to this
Agreement as Exhibit A, which shall have been duly executed by such Purchaser;



21









 






     (c) a cross-receipt, dated the Closing Date, executed by such Purchaser and delivered
to the Partnership certifying that such Purchaser has received certificates evidencing the
number of Purchased Units set forth opposite the name of such Purchaser on Schedule
2.01; and




     (d) an Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit D.



ARTICLE VII

INDEMNIFICATION, COSTS AND EXPENSES




     Section 7.01 Indemnification by the Partnership. The Partnership agrees to indemnify
each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from,
and hold each of them harmless against, any and all losses, actions, suits, proceedings (including
any investigations, litigation or inquiries), demands and causes of action, and, in connection
therewith, and promptly on demand, pay and reimburse each of them for all costs, losses,
liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees
and disbursements of counsel and all other reasonable expenses incurred in connection with
investigating, defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve any of them as a result of, arising out of, or in any way related to
the breach of any of the representations, warranties or covenants of the Partnership contained
herein; provided that such claim for indemnification relating to a breach of a representation or
warranty is made prior to the expiration of such representation or warranty; and provided further,
that no Purchaser Related Party shall be entitled to recover special, consequential (including lost
profits) or punitive damages. Notwithstanding anything to the contrary, consequential damages
shall not be deemed
to include diminution in value of the Purchased Units, which is specifically included in
damages covered by Purchaser Related Parties’ indemnification.



     Section 7.02 Indemnification by Purchasers. Each Purchaser agrees, severally and not
jointly, to indemnify the Partnership, the General Partner and their respective Representatives
(collectively, “Partnership Related Parties”) from, and hold each of them harmless against,
any and all losses, actions, suits, proceedings (including any investigations, litigation, or
inquiries), demands and causes of action and, in connection therewith, and promptly upon demand,
pay and reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind
or nature whatsoever, including, without limitation, the reasonable fees and disbursements of
counsel and all other reasonable expenses incurred in connection with investigating, defending or
preparing to defend any such matter that may be incurred by them or asserted against or involve any
of them as a result of, arising out of, or in any way related to the breach of any of the
representations, warranties or covenants of such Purchaser contained herein; provided that such
claim for indemnification relating to a breach of a representation or warranty is made prior to the
expiration of such representation or warranty; and provided further, that no Partnership Related
Party shall be entitled to recover special, consequential (including lost profits) or punitive
damages.



     Section 7.03 Indemnification Procedure. Promptly after any Partnership Related Party
or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of
any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third



22









 







party, which the Indemnified Party believes in good faith is an indemnifiable claim under this
Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying
Party”) written notice of such claim or the commencement of such action or proceeding, but
failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any
liability it may have to such Indemnified Party hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and
the basis of such claim to the extent then known. The Indemnifying Party shall have the right to
defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to
the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same
diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall
promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in
the defense thereof and the settlement thereof. Such cooperation shall include furnishing the
Indemnifying Party with any books, records and other information reasonably requested by the
Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the
Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has
notified the Indemnified Party of its intention to undertake to defend or settle any such asserted
liability, and for so long as the Indemnifying Party diligently pursues such defense, the
Indemnifying Party shall not be liable for any additional legal expenses incurred by the
Indemnified Party in connection with any defense or settlement of such asserted liability;
provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate
in the defense of such asserted liability and the negotiations of the settlement thereof and (ii)
if (A) the Indemnifying Party has failed to assume
the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) 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 in addition 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 expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the Indemnifying Party as incurred.
Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any
indemnified claim without the consent of the Indemnified Party, unless the settlement thereof
imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and
includes a complete release from liability of, the Indemnified Party.



ARTICLE VIII

MISCELLANEOUS




     Section 8.01 Interpretation. Article, Section, Schedule, and Exhibit references are
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 Party has an
obligation under the Basic Documents, the expense of complying with such obligation shall be an
expense of such Party unless otherwise specified therein. Whenever any



23









 







determination, consent or
approval is to be made or given by a Purchaser under the Basic Documents, such action shall be in
such Purchaser’s sole discretion unless otherwise specified therein. If any provision in the Basic
Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be
fully severable and the Basic Documents shall be construed and enforced as if such illegal,
invalid, not binding, or unenforceable provision had never comprised a part of the Basic Documents,
and the remaining provisions shall remain in full force and effect. The Basic Documents have been
reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be
construed against the drafter.



     Section 8.02 Survival of Provisions. The representations and warranties set forth in
Sections 3.02, 3.04, 3.06, 3.07, 3.12, 3.13, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and
4.10 of this Agreement shall survive the execution and delivery of this Agreement indefinitely,
and the other representations and warranties set forth in this Agreement shall survive for a period
of twelve (12) months following the Closing Date regardless of any investigation made by or on
behalf of the Partnership or any Purchaser. The covenants made in this Agreement or any other
Basic Document shall survive the closing of the transactions described herein and remain operative
and in full force and effect regardless of acceptance of any of the Purchased Units and payment
therefor and repayment, conversion or repurchase thereof. All indemnification obligations of the
Partnership and the Purchasers pursuant to this Agreement and the provisions of Article VII
shall remain operative
and in full force and effect unless such obligations are expressly terminated in a writing by
the Parties, regardless of any purported general termination of this Agreement.



     Section 8.03 No Waiver; Modifications in Writing.




     (a) Delay. No failure or delay on the part of any Party in exercising any
right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, or remedy preclude any other or further exercise
thereof or the exercise of any right, power, or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to a Party at Law or
in equity or otherwise.




     (b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver,
consent, modification, or termination of any provision of this Agreement or any other Basic
Document shall be effective unless signed by each of Parties or each of the original
signatories thereto affected by such amendment, waiver, consent, modification, or
termination. Any amendment, supplement or modification of or to any provision of this
Agreement or any other Basic Document, any waiver of any provision of this Agreement or any
other Basic Document, and any consent to any departure by the Partnership from the terms of
any provision of this Agreement or any other Basic Document shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice
is specifically required by this Agreement, no notice to or demand on the Partnership in any
case shall entitle the Partnership to any other or further notice or demand in similar or
other circumstances.



24









 





     Section 8.04 Binding Effect; Assignment.




     (a) Binding Effect. This Agreement shall be binding upon the Partnership, each
Purchaser, and their respective successors and permitted assigns. Except as expressly
provided in this Agreement, this Agreement shall not be construed so as to confer any right
or benefit upon any Person other than the Parties to this Agreement and as provided in
Article VII, and their respective successors and permitted assigns.




     (b) Assignment of Purchased Units. All or any portion of a Purchaser’s
Purchased Units purchased pursuant to this Agreement may be sold, assigned or pledged by
such Purchaser, subject to compliance with applicable securities Laws, Section
4.04, Section 5.02 and the Registration Rights Agreement.




     (c) Assignment of Rights. Each Purchaser under this Agreement may assign all or
any portion of its rights hereunder without the consent of the Partnership to (i) any
Affiliate of such Purchaser or (ii) in connection with a total return swap or similar
transaction with respect to the Purchased Units purchased by such Purchaser; provided, in
each case, the assignee shall be deemed to be a Purchaser hereunder with respect to such
assigned rights and shall agree to be bound by the provisions of this Agreement. Except
as expressly permitted by this Section 8.04(c), such rights may not otherwise
be transferred except with the prior written consent of the Partnership (which consent shall
not be unreasonably withheld).



     Section 8.05 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 8.06 Confidentiality and Non-Disclosure. Notwithstanding anything herein to
the contrary, each Purchaser that has entered into a confidentiality agreement in favor of the
Partnership shall continue to be bound by such confidentiality agreement in accordance with the
terms thereof.



     Section 8.07 Communications. All notices and demands provided for hereunder shall be
in writing and shall be given by regular mail, registered or certified mail, return receipt
requested, telecopy, air courier guaranteeing overnight delivery, electronic mail or personal
delivery to the addresses listed in Schedule 8.07 of this Agreement or to such other
address as the Partnership or such Purchaser may designate in writing. All notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; at the time of transmittal, if sent via electronic mail; upon actual receipt
if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; when
receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered by air courier
guaranteeing overnight delivery.



     Section 8.08 Removal of Legend. The Partnership shall remove the legend described in
Section 4.08 from the certificates evidencing the Purchased Units at the request of a
Purchaser submitting to the Partnership such certificates, together with an opinion of counsel of
such Purchaser and other documentation, if required by the Partnership’s transfer agent, to the
effect



25









 







that such legend is no longer required under the Securities Act or applicable state
securities Laws, as the case may be, unless the Partnership, with the advice of counsel, reasonably
determines that such removal is inappropriate; provided that no opinion of counsel shall be
required by the Partnership in the event a Purchaser is effecting a sale of such Purchased Units
pursuant to and in accordance with Rule 144 under the Securities Act or an effective registration
statement and (i) the transfer agent does not require an opinion of counsel or (ii) the Purchaser
provides counsel to the Partnership with such certificates or other evidence reasonably requested
in order for such counsel to render an opinion to the transfer agent.



     Section 8.09 Entire Agreement. This Agreement, the other Basic Documents and any
confidentiality agreement executed by a Purchaser in favor of the Partnership are 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 and thereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein with respect to the rights granted by
the Partnership or a Purchaser set forth herein and therein. This Agreement, the other Basic
Documents and any confidentiality agreement executed by a Purchaser in favor of the Partnership
supersede all prior agreements and understandings between the Parties with respect to such subject
matter. The Schedules and Exhibits referred to herein and attached hereto are incorporated herein
by this reference, and unless the context expressly requires otherwise, are incorporated in the
definition of “Agreement.”



     Section 8.10 Governing Law. This Agreement will be construed in accordance with and
governed by the Laws of the State of New York without regard to principles of conflicts of Laws
that would apply the substantive law of some other jurisdiction.



     Section 8.11 Execution in 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 8.12 Expenses. The Partnership hereby covenants and agrees to reimburse
Vinson & Elkins L.L.P., counsel to the Purchasers, for reasonable and documented legal fees
incurred in connection with the negotiation, execution, delivery and performance of the Basic
Documents and the transactions contemplated thereby, such reimburseable amount not to exceed
$75,000. If any action at law or equity is necessary to enforce or interpret the terms of the
Basic Documents, the prevailing party shall be entitled to reasonable attorney’s fees,
out-of-pocket costs and necessary disbursements in addition to any other relief to which such party
may be entitled.



     Section 8.13 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) 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 the other Basic Documents 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,



26









 







stockholder or Affiliate of
any of the Purchaser 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 be 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 the other Basic Documents 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 8.14 Waiver of Preemptive Right and Registration Rights by General Partner.
The General Partner hereby waives (for itself and on behalf of its Affiliates) its preemptive
rights provided under Section 5.9 of the Partnership Agreement with respect to the issuances of
Partnership Securities pursuant to this Agreement. The General Partner also hereby waives (for
itself and on behalf of its Affiliates) its registration rights provided under Section 7.12(c) of
the Partnership Agreement with respect to the registration of the Purchased Units pursuant to the
Registration Rights Agreement.



     Section 8.15 Termination.




     (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated
at any time at or prior to the Closing by the mutual written consent of the Purchasers
entitled to purchase a majority of the Purchased Units and the Partnership.




     (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically
terminate at any time at or prior to the Closing:




     (i) if a statute, rule, order, decree or regulation shall have been enacted or
promulgated, or if any action shall have been taken by any Governmental Authority of
competent jurisdiction which permanently restrains, precludes, enjoins or otherwise
prohibits the consummation of the transactions contemplated by this Agreement or
makes the transactions contemplated by this Agreement illegal; or




     (ii) if the Closing shall not have occurred on or before July 20, 2007.




     (c) In the event of the termination of this Agreement as provided in Sections
8.15(a) or 8.15(b), this Agreement shall forthwith become null and void. In the
event of such termination, there shall be no liability on the part of any party hereto,
except as set forth in Article VII of this Agreement and except with respect to the
requirement to comply with any confidentiality agreement in favor of the Partnership;
provided that nothing herein shall relieve any party from any liability or obligation with
respect to any willful breach of this Agreement.



27









 





     Section 8.16 Exceptions. Notwithstanding Sections 4.04, 4.11, 4.12, 5.02, and
5.11 with respect to Goldman, Sachs & Co. and Morgan Stanley & Co., Inc., respectively, and
their Affiliates, the restrictions or representations, as applicable, contained in Sections
4.04, 4.11, 4.12, 5.02 and 5.11 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 Page to Follow.]





28










 





     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/ Richard H. Bachmann
 

Richard H. Bachmann

Executive Vice President, Chief Legal Officer

      and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	EPE HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard H. Bachmann
 

Richard H. Bachmann

Executive Vice President, Chief Legal Officer

      and Secretary
	 	 











 









 











	 	 	 	 	 	 	 
	 	 	SWANK MLP CONVERGENCE FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry V. Swank
 

Name: Jerry V. Swank
	 	 
	 

	 	 	 	Title: Managing Partner	 	 






2









 





	 	 	 	 	 	 	 
	 	 	THE CUSHING MLP OPPORTUNITY FUND I, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry V. Swank
 

Name: Jerry V. Swank
	 	 
	 

	 	 	 	Title: Managing Partner	 	 






3









 






	 	 	 	 	 	 	 
	 	 	THE CUSHING GP STRATEGIES FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry V. Swank
 

Name: Jerry V. Swank
	 	 
	 

	 	 	 	Title: Managing Partner	 	 






4









 






	 	 	 	 	 	 	 
	 	 	TCF GEARING FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry V. Swank
 

Name: Jerry V. Swank
	 	 
	 

	 	 	 	Title: Managing Partner	 	 






5









 






	 	 	 	 	 	 	 
	 	 	THE CUSHING MLP ENHANCED RETURN 
               FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry V. Swank
 

Name: Jerry V. Swank
	 	 
	 

	 	 	 	Title: Managing Partner	 	 






6









 






	 	 	 	 	 	 	 
	 	 	CONTINENTAL CASUALTY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry V. Swank
 

Name: Jerry V. Swank
	 	 
	 

	 	 	 	Title: Managing Partner	 	 






7









 






	 	 	 	 	 	 	 
	 	 	STRUCTURED FINANCE AMERICAS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sunil Hariani
 

Name: Sunil Hariani
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrea Leung
 

Name: Andrea Leung
	 	 
	 

	 	 	 	Title: Vice President	 	 







8









 





	 	 	 	 	 	 	 
	 	 	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	 	 






9









 





	 	 	 	 	 
	 	KAYNE ANDERSON MLP INVESTMENT COMPANY

 	 
	 	By:  	/s/ David Shladovsky
 	 
	 	 	Name:  	David Shladovsky 	 
	 	 	Title:  	General Counsel 	 
	 




10









 





	 	 	 	 	 
	 	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 	 
	 




11









 





	 	 	 	 	 
	 	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 	 
	 




12









 





	 	 	 	 	 
	 	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 	 
	 




13









 





	 	 	 	 	 
	 	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 	 
	 




14









 





	 	 	 	 	 
	 	ARBCO II, LP

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




15









 





	 	 	 	 	 	 	 
	 	 	LB I GROUP INC.	 	 
	 

	 	 	 	On behalf of Global Principal Strategies	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao
 

Name: Ashvin Rao
	 	 
	 

	 	 	 	Title: Vice President	 	 






16









 





	 	 	 	 	 	 	 
	 	 	LB I GROUP INC.	 	 
	 

	 	 	 	On behalf of Global Trading Strategies	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric C. Salzman
 

Name: Eric C. Salzman
	 	 
	 

	 	 	 	Title: Managing Director	 	 






17









 





	 	 	 	 	 
	 	Equity Strategies/SSG

 	 
	 	By:  	LB I Group Inc.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Leon Zaltzman
 	 
	 	 	Name:  	Leon Zaltzman 	 
	 	 	Title:  	Managing Director 	 
	 




18









 





	 	 	 	 	 
	 	LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.

 	 
	 	By:  	/s/ Kyri Loupis
 	 
	 	 	Name:  	Kyri Loupis 	 
	 	 	Title:  	Senior Vice President 	 
	 




19










 





	 	 	 	 	 
	 	GOLDMAN, SACHS & CO 

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



20









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	/s/ Howard L. Terry
 

Name: Howard L. Terry
	 	 






21









 






	 	 	 	 	 	 	 
	 	 	CITIGROUP FINANCIAL PRODUCTS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bret Engelkemier
 

Name: Bret Engelkemier
	 	 
	 

	 	 	 	Title: Managing Director	 	 






22









 






	 	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Leonard Ellis
 

Name: Leonard Ellis
	 	 
	 

	 	 	 	Title: Managing Director	 	 






23









 






	 	 	 	 	 	 	 
	 	 	ZLP FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Zimmer Lucas Partners, LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig M. Lucas
 

Name: Craig M. Lucas
	 	 
	 

	 	 	 	Title: Managing Member	 	 







24










 





	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE MANAGEMENT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerard Mortagh
 

	 	 
	 

	 	 	 	Name: Gerard Mortagh	 	 
	 

	 	 	 	Title: Managing Director	 	 






25









 





	 	 	 	 	 	 	 
	 	 	HITE HEDGE LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HITE Hedge Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James Jampel
 

Name: James Jampel
	 	 
	 

	 	 	 	Title: President	 	 






26









 





	 	 	 	 	 	 	 
	 	 	HITE MLP LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HITE Hedge Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James Jampel
 

	 	 
	 

	 	 	 	Name: James Jampel	 	 
	 

	 	 	 	Title: President	 	 






27









 





	 	 	 	 	 	 	 
	 	 	STACY FAMILY TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stacy Schusterman
 

	 	 
	 

	 	 	 	Name: Stacy Schusterman	 	 
	 

	 	 	 	Title: Trustee	 	 






28









 





	 	 	 	 	 	 	 
	 	 	AT MLP FUND LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul McPheeters
 

	 	 
	 

	 	 	 	Name: Paul McPheeters	 	 
	 

	 	 	 	Title: Managing Director	 	 






29









 





	 	 	 	 	 	 	 
	 	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David A. Barras
 

	 	 
	 

	 	 	 	Name: David A. Barras	 	 
	 

	 	 	 	Title: Its Authorized Representative	 	 







30










 





	 	 	 	 	 	 	 
	 	 	GPS NEW EQUITY FUND LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GPS Partners LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Messing
 

Name: Brett Messing
	 	 
	 

	 	 	 	Title: Managing Member	 	 






31









 






	 	 	 	 	 	 	 
	 	 	GPS HIGH YIELD EQUITIES FUND LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GPS Partners LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Messing
 

Name: Brett Messing
	 	 
	 

	 	 	 	Title: Managing Member	 	 






32









 






	 	 	 	 	 	 	 
	 	 	GPS INCOME FUND LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GPS Partners LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Messing
 

Name: Brett Messing
	 	 
	 

	 	 	 	Title: Managing Member	 	 






33









 






	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY STRATEGIC

INVESTMENTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alan Thomas
 

Name: Alan Thomas
	 	 
	 

	 	 	 	Title: Vice President	 	 






34









 






	 	 	 	 	 
	 	TORTOISE TOTAL RETURN FUND LLC

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



35









 






	 	 	 	 	 



	 	 	 	 	 
	 	TORTOISE ENERGY CAPITAL CORPORATION

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



36









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	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	 	 






37









 






	 	 	 	 	 	 	 
	 	 	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	 	 






38









 






	 	 	 	 	 	 	 
	 	 	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	 	 






39









 






	 	 	 	 	 	 	 
	 	 	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	 	 






40









 






	 	 	 	 	 	 	 
	 	 	CAPITAL VENTURES INTERNATIONAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Heights Capital Management	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin Kobinger
 

Name: Martin Kobinger
	 	 
	 

	 	 	 	Title: Investment Manager	 	 







41