Enterprise Products Partners L.P.

SEC Filings

S-1/A
ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-1/A on 07/21/1998
Entire Document
 
<PAGE>
 
Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market
value of all Partnership assets (including, without limitation, cash or cash
equivalents) immediately prior to a distribution shall (A) in the case of an
actual distribution which is not made pursuant to Section 12.4 or in the case
of a deemed contribution and/or distribution occurring as a result of a
termination of the Partnership pursuant to Section 708 of the Code, be
determined and allocated in the same manner as that provided in Section
5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section
12.4, be determined and allocated by the Liquidator using such reasonable
method of valuation as it may adopt.
 
  5.6 Issuances of Additional Partnership Securities.
 
  (a) Subject to Section 5.7, the Partnership may issue additional Partnership
Securities and options, rights, warrants and appreciation rights relating to
the Partnership Securities for any Partnership purpose at any time and from
time to time to such Persons for such consideration and on such terms and
conditions as shall be established by the General Partner in its sole
discretion, all without the approval of any Limited Partners.
 
  (b) Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 5.6(a) may be issued in one or more classes,
or one or more series of any such classes, with such designations,
preferences, rights, powers and duties (which may be senior to existing
classes and series of Partnership Securities), as shall be fixed by the
General Partner in the exercise of its sole discretion, including (i) the
right to share Partnership profits and losses or items thereof; (ii) the right
to share in Partnership distributions; (iii) the rights upon dissolution and
liquidation of the Partnership; (iv) whether, and the terms and conditions
upon which, the Partnership may redeem the Partnership Security; (v) whether
such Partnership Security is issued with the privilege of conversion or
exchange and, if so, the terms and conditions of such conversion or exchange;
(vi) the terms and conditions upon which each Partnership Security will be
issued, evidenced by certificates and assigned or transferred; and (vii) the
right, if any, of each such Partnership Security to vote on Partnership
matters, including matters relating to the relative rights, preferences and
privileges of such Partnership Security.
 
  (c) The General Partner is hereby authorized and directed to take all
actions that it deems necessary or appropriate in connection with (i) each
issuance of Partnership Securities and options, rights, warrants and
appreciation rights relating to Partnership Securities pursuant to this
Section 5.6, (ii) the conversion of the General Partner Interest into Units
pursuant to the terms of this Agreement, (iii) the admission of Additional
Limited Partners and (iv) all additional issuances of Partnership Securities.
The General Partner is further authorized and directed to specify the relative
rights, powers and duties of the holders of the Units or other Partnership
Securities being so issued. The General Partner shall do all things necessary
to comply with the Delaware Act and is authorized and directed to do all
things it deems to be necessary or advisable in connection with any future
issuance of Partnership Securities or in connection with the conversion of the
General Partner Interest into Units pursuant to the terms of this Agreement,
including compliance with any statute, rule, regulation or guideline of any
federal, state or other governmental agency or any National Securities
Exchange on which the Units or other Partnership Securities are listed for
trading.
 
  5.7 Limitations on Issuance of Additional Partnership Securities. The
issuance of Partnership Securities pursuant to Section 5.6 shall be subject to
the following restrictions and limitations:
 
    (a) During the Subordination Period, the Partnership shall not issue (and
  shall not issue any options, rights, warrants or appreciation rights
  relating to) an aggregate of more than 22,625,000 additional Parity Units
  without the prior approval of the holders of a Unit Majority. In applying
  this limitation, there shall be excluded Common Units and other Parity
  Units issued (i) in connection with the exercise of the Over-Allotment
  Option, (ii) in accordance with Sections 5.7(b) and 5.7(c), (iii) upon
  conversion of Subordinated Units pursuant to Section 5.8, (iv) upon
  conversion of the General Partner Interest pursuant to Section 11.3(c), (v)
  pursuant to the employee benefit plans of the General Partner, EPC, the
  Partnership or any other Group Member and (vi) in the event of a
  combination or subdivision of Common Units.
 
                                     A-13