Enterprise Products Partners L.P.

SEC Filings

8-K
ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018
Entire Document
 


7. EPOGP owns 0.001% of the membership interests of EPO and the Partnership owns 99.999% of the membership interests of EPO; such membership interests have been duly authorized and validly issued in accordance with the EPO Company Agreement; and EPOGP and the Partnership own such membership interests free and clear of all liens, encumbrances (except restrictions on transferability contained in the EPO Company Agreement or as described in the Prospectus), security interests, charges or claims, in each case, in respect of which a uniform commercial code financing statement naming EPOGP or the Partnership as debtor is on file in the office of the Secretary of State of the State of Delaware.

8. (i) The GP LLC Agreement has been duly authorized, executed and delivered by DDLLC and is a valid and legally binding agreement of DDLLC, enforceable against DDLLC in accordance with its terms; (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 General Partner, enforceable against the General Partner in accordance with its terms; and (iii) the EPO Company Agreement has been duly authorized, executed and delivered by each of EPOGP and the Partnership and is a valid and legally binding agreement of each of EPOGP and the Partnership, enforceable against each of EPOGP and the Partnership in accordance with its terms.

9. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by the Underwriting Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership or EPO under the Partnership Agreement, the EPO Company Agreement or any agreement or other instrument listed as an exhibit to the Registration Statement, other than as have been waived, effectively complied with or satisfied.

10. Assuming the due authorization, execution and delivery of each of the Original Indenture, the Tenth Supplemental Indenture and the Thirtieth Supplemental Indenture by the Trustee, the Indenture is a valid and legally binding agreement of each of EPO and the Partnership, enforceable against each of them in accordance with its terms, under the applicable laws of the State of New York.

11. When authenticated by the Trustee in the manner provided in the Indenture and delivered to and paid for by the Underwriters in accordance with the Underwriting Agreement, the Notes will constitute legal, valid, binding and enforceable obligations of EPO and will be entitled to the benefits of the Indenture, under the applicable laws of the State of New York.

12. When the Notes have been authenticated by the Trustee in the manner provided in the Indenture and delivered to and paid for by the Underwriters in accordance with the Underwriting Agreement, the Guarantees will be subject to the terms of the Indenture and constitute legal, valid, binding and enforceable obligations of the Partnership under the applicable laws of the State of New York.

13. None of (i) the execution and delivery of, or the incurrence or performance by the Enterprise Parties of their respective obligations (if any) under, each of the Underwriting Agreement, the Indenture and the Securities, in each case to which it is a party and each in accordance with its terms, or (ii) the offering, issuance and sale by the Partnership and EPO of the Securities (A) violated, violates or will violate the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the

 

A-2