AMENDMENT NO. 2 TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
EPD PRIVCO UNIT I L.P.
This Amendment No. 2 dated effective as of September 30, 2020 (this Amendment) to the First Amended and Restated Agreement of Limited Partnership of EPD PrivCo Unit I L.P., a Delaware limited partnership (the Partnership), is hereby adopted by (i) Enterprise Products Company, a Texas corporation, as the General Partner of the Partnership, (ii) EPCO Holdings, Inc., a Delaware corporation, as the Class A Limited Partner of the Partnership, and (iii) Class B Limited Partners of the Partnership collectively representing a Required Interest. Capitalized terms used but not otherwise defined herein are used as defined in the LP Agreement (as defined below).
A. The Partnership was formed on February 18, 2016 pursuant to the Delaware Revised Uniform Limited Partnership Act, as the same may be amended, modified or replaced (the Act).
B. The Partnership is currently governed by that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, dated effective as of November 3, 2016, by the Partners (as amended, the LP Agreement).
C. The General Partner, the Class A Limited Partner and Class B Limited Partners collectively representing a Required Interest desire to amend the LP Agreement on the terms and conditions hereinafter set forth in accordance with Section 12.05 of the LP Agreement.
NOW, THEREFORE, the LP Agreement is hereby amended as follows:
(a) Certain Definitions.
(i) The definition of Vesting Date as set forth in Section 1.01 of the LP Agreement is amended and restated to read, in its entirety, as follows:
Vesting Date means the earliest of (i) February 22, 2023, (ii) the first date on or after September 30, 2020 for which the Closing Sale Price is greater than or equal to $25.41 (as such dollar amount may be adjusted in the sole discretion of the General Partner in order to reflect any equity split, equity distribution or dividend, reverse split, combination, reclassification, recapitalization or other similar event affecting the EPD Units), (iii) a Change of Control or (iv) dissolution of the Partnership.