|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
Ladies and Gentlemen:
This is to confirm the agreement (this Agreement) among Enterprise Products Partners L.P., a Delaware limited partnership (the Partnership), Enterprise Products OLPGP, Inc., a Delaware corporation and managing member of EPO (defined below) (EPOGP), and Enterprise Products Operating LLC, a Texas limited liability company (EPO and, collectively with the Partnership and EPOGP, the Enterprise Parties), and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., DNB Markets, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, UBS Securities LLC, USCA Securities LLC and Wells Fargo Securities, LLC (each, a Manager and collectively, the Managers), as follows:
SECTION 1. Description of Securities. The Partnership proposes to issue and sell through or to the Managers, as sales agents and/or principals, common units representing limited partner interests in the Partnership (the Common Units) having an aggregate offering price of up to $2,538,500,000 (the Units) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Units through the Managers, the Partnership hereby appoints the Managers as exclusive agents of the Partnership for the purpose of soliciting purchases of the Units from the Partnership pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Units on the terms and subject to the conditions stated herein. Subject to the terms of this Agreement, the Partnership hereby reserves the right to issue and sell Common Units other than through or to the Managers during the term of this Agreement on terms that it deems appropriate. The Partnership agrees that whenever it determines to sell any portion of the Units directly to any Manager as principal, it will enter into a separate agreement (each, a Terms Agreement) in form and substance satisfactory to the Partnership and such Manager, relating to such sale in accordance with Section 3 of this Agreement.
SECTION 2. Representations and Warranties of the Enterprise Parties. The Enterprise Parties, jointly and severally, represent and warrant to and agree with each of the Managers as of the date hereof and at each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement that:
(a) The Partnership has prepared and filed with the Securities and Exchange Commission (the Commission), pursuant to the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations adopted by the Commission thereunder (the Rules and Regulations), a registration statement on Form S-3, as amended (File No. 333-221397), including a prospectus, relating to the Units, and such registration statement has become effective. As used in this Agreement:
(i) Registration Statement means the registration statement referred to in Section 2.(a), as amended to the date of this Agreement, including (1) financial statements, exhibits and Incorporated Documents (as hereinafter defined), (2) any