exv10w1






Exhibit 10.1




     Execution Copy



Enterprise Products Partners L.P.




Common Unit Purchase Agreement




Houston, Texas

September 3, 2009




EPCO Holdings, Inc.

1100 Louisiana Street, 10th Floor

Houston, Texas 77002




Ladies and Gentlemen:




     Enterprise Products Partners L.P., a limited partnership organized under the laws of Delaware
(the “Partnership”), proposes to directly sell (the “Offering”) to EPCO Holdings,
Inc., a Delaware corporation (“EPCO Holdings”), the number of common units determined as
set forth in Section 3 of this Agreement (the “Purchased Units”), each representing
a limited partner interest in the Partnership (“Common Units”). Certain terms used herein
are defined in Section 11 hereof. Enterprise Products GP, LLC is referred to herein as the
“General Partner,” and the General Partner, together with the Partnership, is referred to
collectively herein as the “Enterprise Entities” or individually as an “Enterprise
Entity”).



     This is to confirm the agreement among the Partnership and EPCO Holdings concerning the
purchase of the Units from the Partnership by the EPCO Holdings.



     1. Representations and Warranties. The Partnership represents and warrants to, and
agrees with, EPCO Holdings as set forth below in this Section 1.




     (a) Formation and Qualification of the Enterprise Entities. Each of the Enterprise
Entities has been duly formed and is validly existing in good standing under the laws of the
State of Delaware with all limited liability company or limited partnership, as the case may
be, power and authority necessary to own or hold its properties and conduct the businesses in
which it is engaged and, (i) in the case of the General Partner, to act as general partner of
the Partnership, and (ii) in the case of the General Partner and the Partnership, to execute
and deliver this Agreement and to consummate the transactions contemplated hereby. Each of the
General Partner and the Partnership is duly registered or qualified to do business and is in
good standing as a foreign limited liability company or limited partnership, as the case may
be, in each jurisdiction in which its ownership or lease of property or the conduct of its
businesses requires such qualification or registration, except where the failure to so qualify
or register would not, (i) individually or in the aggregate, have a material adverse effect on
the condition (financial or otherwise), results of operations, business or prospects of the
Partnership and its subsidiaries, taken as a whole (an “Enterprise Material Adverse
Effect”) or (ii) subject the limited partners of the Partnership to any material liability
or disability.




     (b) Valid Issuance of the Purchased Units. The Purchased Units and the limited partner
interests represented thereby, will be duly authorized in accordance with the Partnership
Agreement and, when issued and delivered to EPCO Holdings against payment therefor in
accordance with the terms hereof, will be validly issued, fully paid (to the extent required
under the Partnership Agreement) and nonassessable (except as such nonassessability may be
affected by (i) matters described in the Partnership’s Form 10-K for the year ended December
31, 2008 under the caption “Risk Factors— Our common unitholders may not have limited
liability if a court finds that limited partner actions constitute control of our business”
and (ii) Sections 17-303 and 17-607 of the Delaware LP Act).




     (c) Authority. Each of the Enterprise Entities has all requisite limited liability
company and limited partnership power and authority, as the case may be, to execute and
deliver this Agreement for itself or on behalf of the Partnership and for the Partnership to
perform its obligations hereunder. The Partnership has all
requisite power and authority to issue, sell and deliver the Units, in accordance with
and upon the terms and conditions set forth in this Agreement and the Partnership Agreement.



 









 






     (d) Authorization, Execution and Delivery of Agreements.




     (i) This Agreement has been duly authorized, validly executed and delivered by the
Partnership.




     (ii) The Partnership Agreement has been duly authorized, executed and delivered by
the General Partner and is a valid and legally binding agreement of the Partnership,
enforceable against the Partnership in accordance with its terms; and




except, with respect to each agreement described in this Section, as the enforceability
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally and by
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).




     (e) No Conflicts. None of the (i) offering, issuance and sale by the Partnership of the
Purchased Units, (ii) the execution, delivery and performance of this Agreement by the
Partnership, or (iii) consummation of the transactions contemplated hereby (A) conflicts or
will conflict with or constitutes or will constitute a violation of any organizational
documents of any of the Enterprise Entities, (B) conflicts or will conflict with or
constitutes or will constitute a breach or violation of, or a default (or an event that, with
notice or lapse of time or both, would constitute such a default) under, any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which
either of the Enterprise Entities is a party or by which either of them or any of their
respective properties may be bound, (C) violates or will violate any statute, law or
regulation or any order, judgment, decree or injunction of any court, arbitrator or
governmental agency or body having jurisdiction over either of the Enterprise Entities, or any
of their respective properties or assets, or (D) results or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of any of the
Enterprise Entities, which conflicts, breaches, violations, defaults or liens, in the case of
clauses (B) or (D), would, individually or in the aggregate, have an
Enterprise Material Adverse Effect.




     (f) Investment Company. None of the Enterprise Entities is now, or after the sale of the
Purchased Units and application of the net proceeds from such sale as approved by the board of
directors of the General Partner will be, an “investment company” or a company “controlled by”
an “investment company” within the meaning of the Investment Company Act of 1940, as amended
(the “Investment Company Act”). .




     (g) Absence of Certain Actions. No action has been taken and no statute, rule, regulation
or order has been enacted, adopted or issued by any governmental agency or body which prevents
the issuance or sale of the Purchased Units in any jurisdiction; no injunction, restraining
order or order of any nature by any federal or state court of competent jurisdiction has been
issued with respect to any of the Enterprise Entities which would prevent or suspend the
issuance or sale of the Purchased Units; no action, suit or proceeding is pending against or,
to the knowledge of the Enterprise Entities, threatened against or affecting any of the
Enterprise Entities before any court or arbitrator or any governmental agency, body or
official, domestic or foreign, which could reasonably be expected to interfere with or
adversely affect the issuance of the Purchased Units or in any manner draw into question the
validity or enforceability of this Agreement or any action taken or to be taken pursuant
hereto.



     2. Representations of EPCO Holdings.




     (a) Formation and Qualification of the EPCO Holdings. EPCO Holdings has been duly
incorporated and is validly existing in good standing under the laws of the State of Delaware
with all corporate power and authority necessary to own or hold its properties and conduct the
businesses in which it is engaged and to execute and deliver this Agreement and to consummate
the transactions contemplated hereby.




     (b) No Conflicts. Neither the execution, delivery and performance of this Agreement by
EPCO Holdings nor the consummation of the transactions contemplated hereby (A) conflicts or
will conflict with or constitutes or will constitute a violation of the organizational
documents of any of EPCO Holdings, (B) conflicts or will
conflict with or constitutes or will constitute a breach or violation of, or a default
(or an event that, with notice or lapse of time or both, would constitute such a default)
under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which EPCO Holdings is a party or by which it or any of



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its respective
properties may be bound, (C) violates or will violate any statute, law or regulation or any
order, judgment, decree or injunction of any court, arbitrator or governmental agency or body
having jurisdiction over EPCO Holdings, or any of its properties or assets, or (D) results or
will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of EPCO Holdings, which conflicts, breaches, violations, defaults or liens, in the
case of clauses (B) or (D), would, individually or in the aggregate, have a
material adverse effect on the condition (financial or otherwise), results of operations,
business or prospects of the EPCO Holdings.




     (c) Accredited Investor, Etc. EPCO Holdings is an accredited investor, as defined in
Rule 501 under the Securities Act. EPCO Holdings is making this investment for its own
account and not for the account of others and is not buying the Units with the present
intention of reselling them. EPCO Holdings has conducted its own diligence regarding its
investment in the Purchased Units and has sought such accounting, legal and tax advice as EPCO
Holdings considers necessary to make an informed investment decision with respect to the
Purchased Units. EPCO Holdings is experienced in investment and business matters (or has been
advised by an investment adviser who is so experienced), understands fully the nature of the
risk involved in its investment in the Purchased Units acquired hereunder and is financially
able to assume such risks.



     3. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Partnership agrees to sell EPCO Holdings, and
EPCO Holdings hereby agrees to purchase from the Partnership, a number of Purchased Units equal to
(i) $150.0 million divided by (ii) an amount equal to a five percent discount to the
volume-weighted average price of a Common Unit (as reported by the New York Stock Exchange (the
“NYSE”)) for the five days ending at the close of business on Friday, September 4, 2009
(the “Purchase Price”) (rounding down such number of Units to the nearest whole unit to
avoid fractional units).



     4. Delivery and Payment. Delivery of and payment for the Purchased Units shall be made
at 11:00 a.m., Houston, Texas time on September 8, 2009 or at such time on such later date not more
than three Business Days after the foregoing date as EPCO Holdings shall designate, which later
date and time may be postponed by agreement between EPCO Holdings and the Partnership (such date
and time of delivery and payment for the Units being herein called the “Closing Date”).
Delivery of the Purchased Units shall be made to EPCO Holdings against payment by EPCO Holdings of
the purchase price therefor to or upon the order of the Partnership by wire transfer payable in
same-day funds to an account specified by the Partnership. The Partnership shall deliver original
unit certificates representing the Purchased Units, duly executed by the Partnership, unless the
EPCO Holdings shall otherwise instruct.



     5. Conditions to the Obligations of the EPCO Holdings. The obligations of EPCO
Holdings to purchase the Purchased Units shall be subject to the accuracy of the representations
and warranties on the part of the Partnership contained herein as of the Execution Time and the
Closing Date, to the performance by the Partnership of its obligations hereunder and to the
following additional conditions:




     (a) All partnership and limited liability company proceedings by the Partnership and the
General Partner and other legal matters incident to the authorization, form and validity of
this Agreement and the Purchased Units and all other legal matters relating to this Agreement
and the transactions contemplated hereby shall be reasonably satisfactory in all material
respects to representatives of EPCO Holdings, and the Partnership shall have furnished to such
representatives all documents and information that they may reasonably request to enable them
to pass upon such matters.




     (b) The Purchased Units shall have been approved for listing on the NYSE, subject only
to official notice of issuance.


If any of the conditions specified in this Section 5 shall not have been fulfilled when and
as provided in this Agreement, this Agreement and all obligations of EPCO Holdings hereunder may be
canceled at, or at any time
prior to, the Closing Date by EPCO Holdings. Notice of such cancellation shall be given to the
Partnership in writing according to the provisions of this Agreement.




     6. Notices. All communications hereunder will be in writing and effective only upon
receipt, and, if sent to EPCO Holdings, will be mailed or delivered to EPCO Holdings, Inc., 1100
Louisiana Street, 10th Floor, Houston, Texas 77002, Attention: Chief Legal Officer; or,
if sent to the Partnership, will be mailed or delivered to Enterprise
Products Partners L.P., 1100
Louisiana Street, 18th Floor, Houston, Texas 77002, Attention: Deputy General Counsel.



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     7. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors, employees and agents,
and no other person will have any right or obligation hereunder.



     8. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF
TEXAS.



     9. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
Agreement.



     10. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



     11. Definitions. The terms which follow, when used in this Agreement, shall have the
meanings indicated.




     “Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




     “Business Day” shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated
by law to close in Houston, Texas.




     “Commission” shall mean the Securities and Exchange Commission.




     “Effective Date” shall mean each date and time that the Registration Statement
became or becomes effective.




     “Execution Time” shall mean the date and time that this Agreement is executed and
delivered by the parties hereto.




     “Partnership Agreement” means the Fifth Amended and Restated Agreement of Limited
Partnership of Enterprise Products Partners L.P., dated effective as of August 8, 2005, as
amended.



[Signature Pages to Follow]




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     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Partnership and EPCO Holdings.



	 	 	 	 	 
	 	Very truly yours,



The “Partnership”



ENTERPRISE PRODUCTS PARTNERS L.P.

 	 
	 	By:  	Enterprise Products GP,  LLC,
 	 
	 	 	its sole general partner 	 
	 
	 	By:  	                                       /s/ Michael A. Creel
 	 
	 	 	Michael A. Creel 	 
	 	 	President and Chief  Executive Officer 	 
	 



Signature Page to Unit Purchase Agreement of

Enterprise Products Partners L.P.




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The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




“EPCO Holdings”




	 	 	 	 	 
	EPCO HOLDINGS INC.

 	 	 
	By:  	/s/ W. Randall Fowler
 	 	 
	 	W. Randall Fowler 	 	 
	 	President 	 	 
	 



Signature Page to Unit Purchase Agreement of

Enterprise Products Partners L.P.





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