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
 
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therewith. Each Partner agrees to cooperate with the General Partner and to do
or refrain from doing any or all things reasonably required by the General
Partner to conduct such proceedings.

      9.4 WITHHOLDING.  Notwithstanding any other provision of this Agreement,
the General Partner is authorized to take any action that it determines in its
discretion to be necessary or appropriate to cause the Partnership to comply
with any withholding requirements established under the Code or any other
federal, state or local law including, without limitation, pursuant to Sections
1441, 1442, 1445 and 1446 of the Code.  To the extent that the Partnership is
required or elects to withhold and pay over to any taxing authority any amount
resulting from the allocation or distribution of income to any Partner
(including, without limitation, by reason of Section 1446 of the Code), the
amount withheld may be treated as a distribution of cash pursuant to Section 6.3
in the amount of such withholding from such Partner.

                                    ARTICLE X
                             ADMISSION OF PARTNERS

      10.1     ADMISSION OF THE GENERAL PARTNER AND LIMITED PARTNER.  As
provided in Section 5.1, the General Partner was previously admitted and shall
continue as the sole general partner of the Partnership, and the MLP was
previously admitted and shall continue as the sole limited partner of the
Partnership.

      10.2     ADMISSION OF SUBSTITUTED LIMITED PARTNERS.  Any person that is
the successor in interest to the Limited Partner as described in Section 4.3
shall be admitted to the Partnership as the Limited Partner upon (a) furnishing
to the General Partner (i) acceptance in form satisfactory to the General
Partner of all of the terms and conditions of this Agreement and (ii) such other
documents or instruments as may be required to effect its admission as the
Limited Partner in the Partnership and (b) obtaining the consent of the General
Partner, which consent may be given or withheld in the General Partner's sole
discretion.  Such Person shall be admitted to the Partnership as the Limited
Partner immediately prior to the transfer of the Partnership Interest, and the
business of the Partnership shall continue without dissolution.

      10.3     ADMISSION OF A SUCCESSOR OR TRANSFEREE GENERAL PARTNER.  A
successor General Partner approved pursuant to Section 11.1 or 11.2 or the
transferee of or successor to all of the General Partner's Partnership Interest
as the general partner in the Partnership pursuant to Section 4.2 who is
proposed to be admitted as a successor General Partner shall, subject to
compliance with the terms of Section 11.3, if applicable, be admitted to the
Partnership as the General Partner, effective immediately prior to the
withdrawal or removal of the General Partner pursuant to Section 11.1 or 11.2 or
the transfer of the General Partner's Partnership Interest as a general partner
in the Partnership pursuant to Section 4.2; provided, however, that no such
successor shall be admitted to the Partnership until compliance with the terms
of Section 4.2 has occurred and such successor has executed and delivered such
other documents or instruments as may be required to effect such admission.  Any
such successor shall, subject to the terms hereof, carry on the business of the
Partnership without dissolution.

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