exv4w31



 






EXHIBIT 4.31




AGREEMENT




Dated as of March 4, 2005




By and Among




ENTERPRISE PRODUCTS PARTNERS L.P.,




SHELL US GAS & POWER LLC




And




KAYNE ANDERSON MLP INVESTMENT COMPANY




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	

	 	ARTICLE I	 	 	 	 
	

	 	REGISTRATION OF REGISTRABLE SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Registration of Registrable Securities
	 	 	1	 
	Section 1.2

	 	Termination
	 	 	4	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE II	 	 	 	 
	

	 	INDEMNIFICATION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Indemnification
	 	 	4	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE III	 	 	 	 
	

	 	MISCELLANEOUS	 	 	 	 
	Section 3.1

	 	Publicity
	 	 	7	 
	Section 3.2

	 	Notices
	 	 	7	 
	Section 3.3

	 	Governing Law
	 	 	8	 
	Section 3.4

	 	Entire Agreement
	 	 	8	 
	Section 3.5

	 	Amendments and Waivers
	 	 	9	 
	Section 3.6

	 	Severability
	 	 	9	 
	Section 3.7

	 	Counterparts
	 	 	9	 
	Section 3.8

	 	Interpretation of Agreement
	 	 	9	 
	Section 3.9

	 	Expenses
	 	 	9	 
	Section 3.10

	 	Attorneys’ Fees
	 	 	9	 
	Section 3.11

	 	Binding Effect
	 	 	9	 
	Section 3.12

	 	Third Parties
	 	 	9	 
	Section 3.13

	 	Incorporation of Exhibit
	 	 	9	 
	Section 3.14

	 	Remedies; Waiver of Punitive Damages
	 	 	10	 
	Section 3.15

	 	Further Assurances
	 	 	10	 
	Section 3.16

	 	Assignment
	 	 	10	 
	Section 3.17

	 	Certain Definitions.
	 	 	10	 








 









 








AGREEMENT




     This Agreement (this “Agreement”) dated as of March 4, 2005 (the “Effective Date”), is by and
among Enterprise Products Partners L.P., a Delaware limited partnership (“Enterprise Partners”),
Shell US Gas & Power LLC, a Delaware limited liability company (“Shell”), and Kayne Anderson MLP
Investment Company, a Maryland corporation (“Kayne Anderson”). Enterprise Partners, Shell and Kayne
Anderson are herein sometimes referred to individually as a “Party” and collectively as the
“Parties”.



W I T N E S S E T H:




     WHEREAS, Enterprise Partners, Shell and Kayne Anderson desire to provide for the registration
of certain Common Units of Enterprise Products, and to take such other actions as set forth herein;



     WHEREAS, certain capitalized and noncapitalized words not otherwise defined herein shall have
the meanings as defined in Section 3.17 hereof.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, the Parties hereto agree as follows:



ARTICLE I




REGISTRATION OF REGISTRABLE SECURITIES




     Section 1.1 Registration of Registrable Securities.


(a) Subject to the terms and conditions of this Agreement, the Parties hereby agree that Enterprise
Partners shall permit each of Shell and Kayne Anderson to join as a selling unitholder (with
respect to the Registrable Securities owned by each of them on the Effective Date) in a
Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Enterprise
Partners with the United States Securities and Exchange Commission (“Commission”) on or before
March 7, 2005. At the request of Kayne Anderson, Enterprise Partners hereby agrees to file a
prospectus supplement, or post-effective amendment if necessary, to include the additional Option
Units it acquires from Shell.



(b) Kayne Anderson hereby agrees to execute and deliver the lockup letter agreement attached hereto
as Exhibit A.



(c) Enterprise Partners shall use its Best Efforts to cause the Registration Statement to promptly
become and remain effective until the earlier of:




 









 






	 	i.  	with respect to the Registrable Securities owned by Kayne Anderson on
the Effective Date, on the date on which any restrictive legend on all of such
Registrable Securities shall have been removed;
	 
	 	ii.  	with respect to the Registrable Securities owned by Shell on the
Effective Date, on the date on which such Registrable Securities have been disposed
of; and
	 
	 	iii.  	two years from the effective date of the Registration Statement.




Notwithstanding the foregoing, Enterprise Partners, at its election, may cause the Registration
Statement to remain effective for a period of time beyond the time required by the preceding
sentence.



(d) Enterprise Partners may, upon written notice to the Shell and Kayne Anderson, delay the filing
or effectiveness of the Registration Statement as it reasonably deems necessary to comply with
federal or state securities laws;



(e) Enterprise Partners shall furnish, at least two Business Days before filing a Registration
Statement that registers such Registrable Securities, a prospectus relating thereto or any
amendments or supplements relating to such Registration Statement or prospectus, to Shell and Kayne
Anderson, including copies of all such documents proposed to be filed (it being understood that
such two-Business-Day period need not apply to successive drafts of the same document proposed to
be filed so long as such successive drafts are supplied to Shell and Kayne Anderson in advance of
the proposed filing by a period of time that is customary and reasonable under the circumstances);



(f) Enterprise Partners shall prepare and file with the Commission such amendments and supplements
to the Registration Statement and the Prospectus used in connection therewith as may be necessary
to keep the Registration Statement effective at all times for the period required by Section
1.1(c);



(g) Enterprise Partners shall provide a transfer agent and registrar for the Registrable
Securities;



(h) notify in writing Shell and Kayne Anderson promptly of the receipt by Enterprise Partners of
any notification with respect to (i) any stop order issued or threatened to be issued by the
Commission suspending the effectiveness of such Registration Statement or prospectus or any
amendment or supplement thereto or the initiation or threatening of any proceeding for that
purpose, and (ii) the suspension of the qualification of such Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such purposes;



(i) furnish without charge to Shell and Kayne Anderson such number of copies of such Registration
Statement and prospectus in conformity with the requirements of the Securities Act, and such other
documents (including exhibits thereto and documents incorporated by reference therein) as such
Party may reasonably request in order to facilitate the public sale or other disposition of such
Registrable Securities;


 









 






(j) notify in writing Shell and Kayne Anderson on a timely basis at any time when a prospectus
relating to such Registrable Securities is required to be delivered under the Securities Act during
the registration period of the happening of any event as a result of which the prospectus included
in such Registration Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing and to prepare and furnish to
Shell and Kayne Anderson a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the offerees and purchasers of
such units, such prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;



(k) Each of Shell and Kayne Anderson, upon receipt of any notice from Enterprise Partners of any
event of the kind described in Section 1.1(j) hereof, shall forthwith discontinue disposition of
the Registrable Securities pursuant to the Registration Statement covering such Registrable
Securities until Shell’s or Kayne Anderson’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 1.1(j) hereof, and, if so directed by Enterprise Partners, such
Parties shall deliver to Enterprise Partners all copies, other than permanent file copies then in
such holder’s possession, of the prospectus covering such Registrable Securities at the time of
receipt of such notice.



(l) Shell and Kayne Anderson shall furnish to Enterprise Partners such written information
regarding themselves and their proposed distribution as Enterprise Partners may reasonably request
in writing and as shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Agreement;



(m) All expenses incident to the registration of Registrable Securities hereof, including, without
limitation, all salaries and expenses of Enterprise Partners’ officers and employees performing
legal or accounting duties, the expense of any annual audit or quarterly review, the expense of any
liability insurance, all registration and filing fees, the expense and fees for listing securities
on one or more securities exchanges, the fees and expenses of complying with securities and blue
sky laws, printing expenses, messenger and delivery expenses, fees and expenses of Enterprise
Partners’ counsel and accountants, shall be borne by Enterprise Partners;



(n) To the extent requested by the underwriters for an offering by Enterprise Partners, (i)
neither Shell nor Kayne Anderson shall offer for sale, sell, make any short sale of, grant any
option for the purchase of, or otherwise dispose of, directly or indirectly, any Registrable
Securities without the prior written consent of Enterprise Partners, for a period designated by the
managing underwriter in writing to Shell and Kayne Anderson, which period shall begin not more than
seven days prior to the effectiveness of the Registration Statement pursuant to which such public
offering shall be made (or within seven days prior to the execution of the applicable underwriting
agreement in the case of an offering pursuant to Rule 415) and shall not last more than 60 days, in
the case of Shell, and not more than 30 days, in the case of Kayne Anderson, after the closing of
such public offering or such shorter holdback period to which Enterprise Partners is subject and
(ii) Shell and Kayne Anderson will enter into agreements with the underwriters to the foregoing
effect; provided, however, that the obligations of Kayne Anderson


 









 






under this Section 1.1(n) shall cease upon the earliest to occur of: (A) such time as Kayne
Anderson shall own Registrable Securities having a market value (calculated based on the average
NYSE closing price of Enterprise Partners common units for the twenty trading days immediately
preceding execution of the applicable underwriting agreement) of less than $50 million, (B)
December 29, 2006 or (C) such time as Kayne Anderson shall deliver a notice pursuant to Section 1.2
hereof.



(o) All obligations of Shell and Kayne Anderson to Enterprise Partners under this Agreement shall
be several and not joint; and



(p) The rights, duties and obligations of Shell and Enterprise Partners under the Registration
Rights Agreement dated as of September 17, 1999 shall remain unaffected by this Agreement;
provided, however, that as long as the Registration Statement remains effective, the obligations of
Enterprise Partners to Shell under Section 2 and Section 3 of the Registration Rights Agreement
shall be suspended and inoperable, including but not limited to, the obligations to notify Shell of
the filing of any registration statement and to effect the registration of any Registrable
Securities.




     Section 1.2 Termination. As between Enterprise Partners and Shell, or as between Enterprise
Partners and Kayne Anderson, the rights, duties and obligations set forth in Section 1.1(a) – (n)
shall terminate (i) on the date on which such Registrable Securities of Shell or Kayne Anderson
have been disposed of; or (ii) five business days following an irrevocable written notice by Shell
or Kayne Anderson to Enterprise Partners to file a prospectus supplement, or post-effective
amendment if necessary, to eliminate such Party as a selling unitholder and to remove such Party’s
Registrable Securities from the Registration Statement.



ARTICLE II

INDEMNIFICATION




     Section 2.1 Indemnification


(a) Enterprise Partners shall indemnify and hold harmless, to the fullest extent permitted by
law, Shell or Kayne Anderson, each other Person, if any, who controls Shell or Kayne Anderson
within the meaning of the Securities Act or the Exchange Act, and each of their respective
directors, partners, officers and agents, against any and all losses, claims, damages or
liabilities, joint or several (or actions or threatened actions in respect thereof), to which any
of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or threatened actions in respect thereof) arise
out of or are based upon (i) an untrue statement or allegedly untrue statement of a material fact
contained in the registration statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any document incident
to registration or qualification of any Registrable Securities or (ii) the omission or alleged
omission


 









 






to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading or, with respect to any prospectus, necessary to make the statements therein
in light of the circumstances under which they were made not misleading. Enterprise Partners shall
reimburse each of Shell or Kayne Anderson and each such controlling Person for any expenses
(including reasonable attorneys’ fees, disbursements and expenses as incurred) reasonably incurred
by any of them in connection with investigating or defending against any such loss, claim, damage,
liability, action or threatened action. Notwithstanding the foregoing provisions of this Section
2.1, Enterprise Partners shall not be liable to any such indemnified Person in any such case to the
extent that any such loss, claim, damage, liability, action or threatened action (including any
reasonable legal or other fees, disbursements and expenses incurred) arises out of or is based upon
an untrue statement or allegedly untrue statement or omission or alleged omission made in said
registration statement, preliminary prospectus, final prospectus, amendment, supplement or document
incident to registration or qualification of any Registrable Securities in reliance upon and in
conformity with written information furnished to Enterprise Partners by or on behalf of Shell or
Kayne Anderson, respectively, specifically for use in the preparation thereof. The foregoing
indemnity agreement is subject to the condition that, insofar as it relates to any untrue
statement, allegedly untrue statement, omission or alleged omission made in any preliminary
prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the
Securities Act), such indemnity agreement shall not inure to the benefit of any underwriter who
participates in the offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriter (within the meaning of the Securities Act or the Exchange Act) from whom
a Person asserting any loss, claim, damage, liability or expense purchased the Registrable
Securities which are the subject thereof, if a copy of such final prospectus had been made
available to such underwriter and such controlling Person and such final prospectus was not
delivered to such Person asserting any loss, claim, damage, liability or expense with or prior to
the written confirmation of the sale of such Registrable Securities to such Person.



(b) Each of Shell and Kayne Anderson shall severally and not jointly indemnify and hold
harmless, in the same manner and to the same extent as set forth in the preceding paragraph (a) of
this Section 2.1, Enterprise Partners, each director of Enterprise Partners, each officer of
Enterprise Partners who shall sign such registration statement and each Person who controls any of
the foregoing Persons (within the meaning of the Securities Act), against any losses, claims,
damages or liabilities, joint or several (or actions or threatened actions in respect thereof), to
which any of the foregoing Persons may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or threatened actions in respect
thereof) arise out of or are based upon any statement or omission from such registration statement,
any preliminary prospectus or final prospectus contained therein or otherwise filed with the
Commission, any amendment or supplement thereto or any document incident to registration or
qualification of any Registrable Securities, if such statement or omission was made in reliance
upon and in conformity with written information furnished to Enterprise Partners by Shell or Kayne
Anderson with respect to Shell or Kayne Anderson, respectively, specifically for use in connection
with the preparation of such registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document; provided, however, that the maximum amount of liability in
respect of such indemnification shall be limited, in the case of each seller of Registrable
Securities, to an amount equal to the net proceeds actually received by such seller from the sale
of Registrable Securities effected pursuant to such registration.


 









 






(c) Promptly after receipt by an indemnified party of notice of the commencement of any action
involving a claim referred to in the preceding paragraphs of this Section 2.1, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action. In case any such action is brought against
an indemnified party, the indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified to the extent that it
may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof, (i)
the indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the
defense of such claim, and (ii) the indemnifying party shall not be responsible for any legal or
other fees, disbursements and expenses subsequently incurred by the indemnified party in connection
with the defense thereof; provided, however, that if any indemnified party shall have reasonably
concluded that there may be one or more legal or equitable defenses available to such indemnified
party which are additional to or conflict with those available to the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action on behalf of such
indemnified party and such indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees, disbursements and expenses of not
more than one counsel retained by the indemnified party in connection with the matters covered by
the indemnity agreement provided in this Section 2.1 provided that no indemnifying party shall, in
connection with any such suit, be liable under this subsection for the fees and expenses of more
than one separate firm for all indemnifi
ed parties. No indemnifying party shall be liable for any
compromise or settlement of any such action effected without its consent, such consent not to be
unreasonably withheld. No indemnifying party, in the defense of any such claim or suit, shall,
except with the consent of each indemnified party which shall not be unreasonably withheld, consent
to any compromise or settlement which does not include as an unconditional term thereof the giving
by the claimant to such indemnified party of a release from all liability in respect of such claim
or suit.



(d) If the indemnification provided for in this Section 2.1 is unavailable to an indemnified party
hereunder with respect to any loss, claim, damage, liability, action or threatened action referred
to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amounts paid or payable by such indemnified party as a result of such loss,
claim, damage, liability, action or threatened action in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the indemnified party
on the other in connection with the statements or omissions which resulted in such loss, claim,
damage, liability, action or threatened action as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether any statement or omission, including any
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission; provided, however, that the maximum amount of liability in
respect of such contribution shall be limited, in the case of each of Shell or Kayne Anderson, to
an amount equal to the net proceeds actually received by such seller from the sale of Registrable
Securities effected pursuant to such registration. The amount paid or payable by a party under this
Section 2.1(d) as a result of the loss, claim, damage,


 









 






liability, action or threatened action referred to above shall be deemed to include any legal or
other fees, disbursements and expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 2.1(d) were to be determined by pro rata allocation or by
any method of allocation which does not take account of the equitable considerations referred to in
the first and second sentences of this Section 2.1(d). No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.



(e) The provisions of this Section 2.1 shall be in addition to any other liability which any
indemnifying party may have to any indemnified party and shall survive the termination of this
Agreement.




ARTICLE III

MISCELLANEOUS




     Section 3.1 Publicity. The Parties hereto will consult with each other with regard to the terms and
substance of any and all press releases, announcements or other public statements with respect to
the transactions contemplated hereby. The Parties agree further that neither of them will release
any such press release, announcement or other public statement without the prior approval of the
other Party, unless such release is required by law and the Parties cannot reach agreement upon a
mutually acceptable form of release, in which event the Party releasing the information,
announcement or public statement shall not be deemed to be in breach of this Agreement. The Parties
agree further that such approval will not be unreasonably withheld, and they pledge to make a good
faith effort to reach agreement expeditiously on the terms of any such press release, announcement
or other public statement.



     Section 3.2 Notices. Any notice or communication required or permitted hereunder shall be
sufficiently given if in writing and (i) delivered in person or by overnight delivery or courier
service, (ii) sent by facsimile or (iii) deposited in the United States mail, by certified mail
postage prepaid and return receipt requested (provided that any notice given pursuant to clause
(ii) is also confirmed by the means described in clause (i) or (iii)), as follows:



      To Enterprise Partners:



      Enterprise Products Partners L.P.

      2727 North Loop West

      Houston, Texas 770008

      Attention: Chief Legal Officer

      Fax: (713) 880-6570



      To Shell:



      Shell US Gas & Power LLC

      Two Shell Plaza

      777 Walker, 22nd Floor

      Houston, Texas 77002

      Attention: Lee Strebel, Vice President, Portfolio Management

      Fax: 713-265-2574



 









 





     With copies to:



     Shell Oil Company

     910 Louisiana

     Houston, Texas 77002

     Attention: Richard W. Bohan, Senior Counsel

     Fax: 713-241-4855



     To Kayne Anderson:



     Kayne Anderson MLP Investment Company

     1800 Avenue of the Stars, Second Floor

     Los Angeles, CA 90067

     Attention: David Shladovsky

     Fax: 310-284-6490



     With a copy to:



     Kayne Anderson MLP Investment Company

     1100 Louisiana Street, Suite 4550

     Houston, Texas 77002

     Attention: Kevin McCarthy

     Fax: 713-655-7359



     Such notice or other communication shall be deemed given when so delivered personally, or sent
by facsimile transmission, or, if sent by overnight delivery or courier service, the business day
after being sent from within the United States, or if mailed, four days after the date of deposit
in the United States mails.



     Section 3.3 Governing Law. This Agreement and the legal relations between the Parties shall be
governed by and construed in accordance with the internal laws of the State of Texas without taking
into account provisions regarding choice of law, except to the extent certain matters may be
governed by the laws of the State of Delaware, as the jurisdictions of incorporation or
organization of Shell and Enterprise Partners.



     Section 3.4 Entire Agreement. The exhibit referred to in this Agreement is an integral part hereof.
It is understood and agreed that this Agreement, together with such exhibit, contains the entire
agreement between the
Parties regarding the matters which are the subject of this Agreement and supersedes any and all
prior agreements, arrangements or understandings, if any, between the Parties regarding the matters
which are the subject of this Agreement. Further, as between these Parties, no oral understandings,
statements, promises or inducements contrary to the terms of this Agreement exist.



 









 





     Section 3.5 Amendments and Waivers. This Agreement may not be amended except upon the written
consent of each Party hereto. By an instrument in writing, a Party may waive compliance by the
Party owing an obligation to it, provided, however, that such waiver shall not
operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy or power provided
herein or by law or in equity. The waiver by any Party of the time for performance of any act or
condition hereunder does not constitute a waiver of the act or condition itself.



     Section 3.6 Severability. If any provision of this Agreement, or the application thereof to any
Person, place or circumstance, shall be held by a final judgment of a court of competent
jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such
provisions as applied to other Persons, places and circumstances shall remain in full force and
effect after the expiration of the time within which the judgment is appealable only if, after
excluding the portion deemed to be unenforceable, the remaining terms shall provide for the
consummation of the transactions contemplated hereby in substantially the same manner as originally
set forth at the later of the date this Agreement was executed or last amended.



     Section 3.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall constitute one and the same instrument.



     Section 3.8 Interpretation of Agreement. The article, section and other headings used in this
Agreement are for reference purposes only and shall not constitute a part hereof or affect the
meaning or interpretation of this Agreement. References herein to the transactions contemplated by
this Agreement or other similar words shall include, without limitation, all of the transactions
contemplated hereunder.



     Section 3.9 Expenses. Except as otherwise provided in this Agreement, whether or not the
transactions contemplated hereby are consummated, all costs and expenses incurred in connection
with the transactions contemplated hereby will be paid by the Party incurring such costs and
expenses.



     Section 3.10 Attorneys’ Fees. If any legal action is brought for the enforcement of this Agreement or because of an alleged
dispute, breach or default in connection with this Agreement, the prevailing Party shall be
entitled to recover reasonable attorneys’ fees and other costs incurred in such action or
proceeding, in addition to any other relief to which it may be entitled.



     Section 3.11 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
the Parties hereto and their respective successors and assigns.



     Section 3.12 Third Parties. Each Party intends that this Agreement shall not benefit or create any
right or cause of action or remedy of any nature whatsoever in any Person other than the Parties to
this Agreement.



     Section 3.13 Incorporation of Exhibit. The Exhibit identified in this Agreement is incorporated
herein by reference and made a part hereof.



 









 





     Section 3.14 Remedies; Waiver of Punitive Damages. In the event of any breach of any covenants,
agreements or terms of this Agreement by any Party, the other Party(s) shall be entitled to invoke
any right or remedy allowed at law or in equity, or by statute or otherwise, to enforce the
obligations of the breaching Party; all rights and remedies shall be cumulative and may be
exercised concurrently and whenever and as often as occasion therefor arises; and the exercise of
any remedy shall not preclude the simultaneous or later exercise of any other remedy. Each Party
waives any right to recover punitive, special, exemplary and consequential damages arising in
connection with this Agreement.



     Section 3.15 Further Assurances. At any time or from time to time after the Effective Date,
Enterprise Partners shall, at the reasonable request of Shell or Kayne Anderson, execute and
deliver any further instruments or documents and take all such further action as Shell may
reasonably request to effect this Agreement. At any time or from time to time after the Effective
Date, Shell and Kayne Anderson shall, at the reasonable request of Enterprise Partners, execute and
deliver any further instruments or documents and take all such further action as Enterprise
Partners may reasonably request to consummate and make effective this Agreement.



     Section 3.16 Assignment. No Party may, without the written consent of the other Parties, assign
this Agreement or any rights or proceeds hereunder to any Person other than an Affiliate, and Shell
shall assign this Agreement only to Affiliates that are within the same business group as the
Affiliate of Shell that holds the Shell Units. No assignment shall release any Party from any
liability under this Agreement. If this Agreement is assigned to an Affiliate, then each of the
original Parties hereto that is the direct or indirect assignor thereof and the assignee covenant
and agree that the assignee shall at all times remain an Affiliate of such original party hereto or this Agreement
shall be assigned to another entity that is an Affiliate of such original party hereto.



     Section 3.17 Certain Definitions.



     “Affiliate” means in relation to a Party, (i) its Ultimate Parent Company (or in the
case of Shell, the Ultimate Parent Companies or either of them or their successors) or (ii) any
company (other than the Party itself) which is for the time being directly or indirectly controlled
by the Ultimate Parent Company (or in the case of Shell, the Ultimate Parent Companies, or either
of them), or (iii) in the case of a Party which does not have an Ultimate Parent Company, any
company which is for the time being directly or indirectly controlled by that Party. For the
purposes of this Agreement: (i) a company is directly controlled by another company (or in the case
of Shell, companies) if the latter company beneficially owns more than fifty per cent of the voting
rights attached to the issued share capital of the first mentioned company; and (ii) a company is
indirectly controlled by another company (or in the case of Shell, companies) if a series of
companies can be specified, beginning with that latter company or companies and ending with the
first mentioned company, so related that each company of the series is directly controlled by one
or more of the companies earlier in the series. “Ultimate Parent Company or Companies” means in
relation to Shell, N.V. Koninklijke Nederlandsche Petroleum Maatschappij and The “Shell” Transport
and Trading Company, p.l.c. or either of them or their successors, and in relation to Enterprise,
Enterprise Products Company.



     “Agreement” shall mean this Agreement.



 









 





     “Best Efforts” shall mean reasonable best efforts in accordance with reasonable
commercial practice.



     “Common Units” means the common units of Enterprise Partnership, each representing a
limited partnership interest in the Partnership.



     “Governmental Authority” shall mean any federal, state or local governmental agency
or authority.



     “Person” shall include any individual, partnership, joint venture, corporation, trust
or unincorporated organization, any other business entity and any Governmental Authority, in each
case whether acting in an individual, fiduciary or other capacity.



     “Registrable Securities” shall mean, with respect to Kayne Anderson, up to 4,427,878
Common Units of Enterprise Partners plus such additional Common Units that may be acquired from
Shell pursuant to the Common Unit Purchase Agreement dated as of December 28, 2004 between Shell
and Kayne Anderson (“Option Units”); and with respect to Shell, up to 36,572,122 Common Units of
Enterprise Partners.



[Remainder of Page Intentionally Left Blank]




 









 





     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 
	 	ENTERPRISE PRODUCTS PARTNERS L.P.
	

	 	By:
	 	Enterprise Products GP, LLC,

Its General Partner
	 
	 	 	 	 
	

	 	By:	 	/s/ Richard H. Bachmann
	

	 	 	 	 
	

	 	 	 	Executive Vice President
	 
	 	 	 	 
	 
	 	SHELL US GAS & POWER LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Lee B.D. Strebel
	

	 	 	 	 
	

	 	Name:	 	Lee B.D. Strebel
	

	 	 	 	 
	

	 	Title:	 	Vice President
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	KAYNE ANDERSON MLP INVESTMENT COMPANY
	 
	 	 	 	 
	

	 	By:	 	/s/ Kevin S. McCarthy
	

	 	 	 	 
	

	 	Name:	 	Kevin S. McCarthy
	

	 	 	 	 
	

	 	Title:	 	CEO and President
	

	 	 	 	 






 









 





EXHIBIT A




[Letterhead of Kayne Anderson MLP Investment Company]




March 4, 2005




UBS Securities LLC

Citigroup Global Markets Inc.



c/o UBS Securities LLC

299 Park Avenue

New York, New York 10013



c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


Dear Sirs:



The undersigned understands that you, as representatives (the “Representatives”) of the
several underwriters (the “Underwriters”), have entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Enterprise Products Partners L.P. (the
“Partnership”), Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc., and
Enterprise Products Operating L.P. providing for the purchase by you and such other Underwriters of
common units, each representing a limited partner interest (the “Units”) in the
Partnership, and reoffering by the Underwriters of the Units to the public (the
“Offering”). As used herein, “Common Units” means 4,427,878 common units of the
Partnership, each representing a limited partnership interest in the Partnership plus such
additional common units that the undersigned may acquire from an affiliate of Shell Oil Company
pursuant to the Common Unit Purchase Agreement dated as of December 28, 2004; and “Prospectus”
means the final prospectus supplement of the Partnership related to the Offering, dated February
10, 2005, together with the accompanying base prospectus.



In consideration of the execution of the Underwriting Agreement by the Underwriters, the execution
of the Agreement to be dated on or about March 11, 2005 by and among the Partnership, Shell US Gas
& Power LLC (“Shell”) and Kayne Anderson, and for other good and valuable consideration, the
undersigned hereby irrevocably agrees that, without the prior written consent of the
Representatives on behalf of the Underwriters, the undersigned will not, directly or indirectly,
(1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device
that is designed to, or could be expected to, result in the disposition by any person at any time
in the future of) any Common Units (including, without limitation, Common Units that may be issued
upon exercise of any option or warrant) or securities convertible into or exchangeable for Common
Units owned by the undersigned on the date of execution of this Lock-up Letter Agreement or on the
date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction
that transfers to another, in whole or in part, any of the economic benefits or risks of ownership
of such Common Units, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in
each case for a period of 60 days from the date of the


 









 






Prospectus (February 10, 2005). The foregoing restrictions do not apply to transfers of Common
Units to a custodian acting on behalf of the undersigned or private transfers of Common Units to
Shell or its affiliate.



In furtherance of the foregoing, the Partnership and its Transfer Agent are hereby authorized to
decline to make any transfer of securities if such transfer would constitute a violation or breach
of this Lock-Up Letter Agreement.



The undersigned understands that the Partnership and the Underwriters have proceeded with the
Offering in reliance on this Lock-Up Letter Agreement.



The undersigned understands that the making of the Offering depended on a number of factors,
including market conditions, and that the Offering was made pursuant to the Underwriting Agreement,
the terms of which were subject to negotiation between the Partnership and the Underwriters.



The undersigned hereby represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any
additional documents necessary in connection with the enforcement hereof. Any obligations of the
undersigned shall be binding upon the successors and assigns of the undersigned.



	 	 	 	 	 
	 	Yours very truly,



KAYNE ANDERSON MLP INVESTMENT COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: