0000950129-05-011525 Sample Contracts

ENTERPRISE PRODUCTS PARTNERS L.P. 4,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2005 • Enterprise Products Partners L P • Crude petroleum & natural gas • New York

The undersigned understands that the Partnership and you will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

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ENTERPRISE PRODUCTS PARTNERS L.P. 4,000,000 Common Units Representing Limited Partner Interests FIRST AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2005 • Enterprise Products Partners L P • Crude petroleum & natural gas

Reference is made to that certain Underwriting Agreement, dated November 30, 2005 (the “Underwriting Agreement”), by and among Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”), Enterprise Products OLPGP, Inc., a Delaware corporation (“OLPGP”), Enterprise Products Operating L.P., a Delaware limited partnership (the “Operating Partnership” and collectively with the Partnership and OLPGP, the “Enterprise Parties”) and UBS Securities LLC (the “Underwriter”), pursuant to which the Partnership agreed to sell to the Underwriter 4,000,000 common units, each representing a limited partnership interest in the Partnership (the “Common Units”), to the Underwriter and granted to the Underwriter an option to purchase up to an additional 600,000 Common Units. The Enterprise Parties and the Underwriter wish to amend the Underwriting Agreement in accordance with Section 19 of the Underwriting Agreement (this “Amendment”). Capitalized terms used and not defined in th

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