Enterprise Products Partners L.P.

SEC Filings

ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-1/A on 07/21/1998
Entire Document
                                  ATTACHMENT I

                                 DEFINED TERMS

     "Administrative Services Fee" shall mean, with respect to the period of
time beginning on the Closing Date and ending on the first anniversary thereof
(the "Initial Period"), an amount equal to $12,000,000; provided, however, that
the Administrative Service Fee for each of the nine successive one year-periods
following the Initial Period (each a "Subsequent Period") may be increased by
the General Partner upon the request of EPCO subject to the following

          (i)  any such increase must be approved by the Audit and Conflicts
     Committee; and

          (ii) except to the extent necessary to fully and adequately reimburse
     EPCO for any incremental SGA Costs incurred by EPCO or its Affiliates as a
     result of the hiring of additional management personnel in connection with
     the expansion of the operations of the Partnership Entities (through the
     construction of new facilities or the completion of acquisitions), in no
     event may the Administrative Services Fee for any Subsequent Period exceed
     an amount equal to 110% of the Administrative Services Fee that was paid or
     payable by the General Partner to EPCO with respect to the prior one year

     "Affiliate" shall have the meaning attributed to such term in the MLP
Agreement; provided, however, that for the purposes of this Agreement neither
the General Partner, the MLP, the OLP nor any Person controlled by the MLP or
the OLP (as the term "control" is used in the definition of "Affiliate" in the
MLP Agreement) shall be deemed to be an Affiliate of EPCO.

     "Agreement" shall mean this EPCO Agreement, as it may be amended, modified,
or supplemented from time to time.

     "Applicable Period" shall mean the period commencing on the Closing Date
and terminating on the date on which the general partner of the MLP and the OLP
ceases to be Enterprise Products GP, LLC or another Person that is an Affiliate
of EPCO.

     "BEF" shall have the meaning attributed to such term in Section 5.7.

     "Business" shall mean the business and operations of EPCO and its
subsidiaries immediately prior to the effectiveness of the merger contemplated
by the Plan of Merger (excluding the Retained Assets and Liabilities (as defined
in the Plan of Merger)).

     "Change of Control" shall mean the occurrence of any transaction, the
result of which is that (a) Dan Duncan, directly or indirectly, owns less than a
majority of the voting stock of EPCO, (b) EPCO or a wholly owned subsidiary of
EPCO and Dan Duncan, directly or indirectly, collectively