TEPPCO Partners, L.P. 241,380 Units Representing Limited Partner Interests Unit Purchase Agreement
Exhibit 10.1
TEPPCO Partners, L.P.
241,380 Units
Representing Limited Partner Interests
Representing Limited Partner Interests
Houston, Texas
September 4, 2008
September 4, 2008
TEPPCO UNIT L.P.
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Ladies and Gentlemen:
TEPPCO Partners, L.P., a limited partnership organized under the laws of Delaware (the
“Partnership”), proposes to directly sell in a transaction not registered under the
Securities Act of 1933, as amended to TEPPCO Unit L.P., a Delaware limited partnership (the
“Employee Partnership”), 241,380 units (the “Units”), each representing a limited
partner interest in the Partnership (“Partnership Units”). Certain terms used herein are
defined in Section 11 hereof, and, in addition, other terms used but not defined herein
have the meanings assigned to them in the underwriting agreement (the “Underwriting
Agreement”), dated as of even date herewith, between the Partnership and the underwriters named
therein (the “Underwriters”), relating to the Partnership’s proposed public offering and sale of an
aggregate 9,200,000 units (the “Underwritten Units”), each representing a limited partner
interest in the Partnership, to the Underwriters. Texas Eastern Products Pipeline Company, LLC is
referred to herein as the “General Partner,” and the General Partner together with the
Partnership are referred to collectively herein as the “TEPPCO Parties” or individually as
a “TEPPCO Party”).
This is to confirm the agreement among the TEPPCO Parties and the Employee Partnership
concerning the purchase of the Units from the Partnership by the Employee Partnership.
1. Representations and Warranties. The Partnership represents and warrants to, and
agrees with, the Employee Partnership as set forth below in this Section 1.
(a) No Material Misstatements or Omissions. The information concerning the Partnership in
the Registration Statement (including the information incorporated by reference therein) did
not, as of the respective filing dates of such registration statement and the documents
incorporated by reference therein, contain any untrue statement of a material fact or omit a
material fact necessary to make the statements therein not misleading in light of the
circumstances under which they were made.
(b) Formation and Qualification of the TEPPCO Parties. Each of the TEPPCO Parties has
been duly formed and is validly existing in good standing under the laws of the State of
Delaware with all limited liability company or limited partnership, as the case may be, power
and authority necessary to own or hold its properties and conduct the businesses in which it
is engaged and, (i) in the case of the General Partner, to act as general partner of the
Partnership, and (ii) in the case of the General Partner and the Partnership to execute and
deliver this Agreement and to consummate the transactions contemplated hereby. Each of the
General Partner and the Partnership is duly registered or qualified to do business and is in
good standing as a foreign limited liability company or limited partnership, as the case may
be, in each jurisdiction in which its ownership or lease of property or the conduct of its
businesses requires such qualification or registration, except where the failure to so qualify
or register would not, (i) individually or in the aggregate, have a material adverse effect on
the condition (financial or otherwise), results of operations, business or prospects of the
TEPPCO Parties, taken as a whole (an “TPP Material Adverse Effect”) or (ii) subject
the limited partners of the Partnership to any material liability or disability.
(c) Valid Issuance of the Units. The Units and the limited partner interests represented
thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued
and delivered to the Employee Partnership against payment therefor in accordance with the
terms hereof, will be validly issued, fully paid (to the extent required under the Partnership
Agreement) and nonassessable (except as such
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nonassessability may be affected by (i) matters described in the Prospectus and (ii)
Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act).
(d) Authority. Each of the TEPPCO Parties has all requisite limited liability company and
limited partnership power and authority, as the case may be, to execute and deliver this
Agreement and perform its respective obligations hereunder. The Partnership has all requisite
power and authority to issue, sell and deliver the Units, in accordance with and upon the
terms and conditions set forth in this Agreement, the Partnership Agreement and the
Registration Statement.
(e) Authorization, Execution and Delivery of Agreements.
(i) This Agreement has been duly authorized, validly executed and delivered by each
of the TEPPCO Parties.
(ii) The Partnership Agreement has been duly authorized, executed and delivered by
the General Partner and is a valid and legally binding agreement of the General Partner,
enforceable against the General Partner in accordance with its terms; and
(iii) The GP LLC Agreement has been duly authorized, executed and delivered by the
sole member of the General Partner, and will be a valid and legally binding agreement of
such sole member, enforceable against it in accordance with its terms;
except, with respect to each agreement described in this Section, as the enforceability
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally and by
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(f) No Conflicts. None of the (i) issuance and sale by the Partnership of the Units
pursuant to this Agreement, (ii) the execution, delivery and performance of this Agreement by
the TEPPCO Parties, or (iii) consummation of the transactions contemplated hereby (A)
conflicts or will conflict with or constitutes or will constitute a violation of any
organizational documents of any of the TEPPCO Parties, (B) conflicts or will conflict with or
constitutes or will constitute a breach or violation of, or a default (or an event that, with
notice or lapse of time or both, would constitute such a default) under, any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any
of the TEPPCO Parties is a party or by which any of them or any of their respective properties
may be bound, (C) violates or will violate any statute, law or regulation or any order,
judgment, decree or injunction of any court, arbitrator or governmental agency or body having
jurisdiction over any of the TEPPCO Parties, or any of their properties or assets, or (D)
results or will result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of any of the TEPPCO Parties, which conflicts, breaches, violations,
defaults or liens, in the case of clauses (B) or (D), would, individually or
in the aggregate, have an TPP Material Adverse Effect.
(g) Investment Company. None of the TEPPCO Parties is now, or after the sale of the Units
to be sold by the Partnership hereunder and application of the net proceeds from such sale as
described in the Prospectus under the caption “Use of Proceeds” will be an “investment
company” or a company “controlled by” an “investment company” within the meaning of the
Investment Company Act of 1940, as amended (the “Investment Company Act”).
(h) NYSE Listing. The Units being sold hereunder by the Partnership have been approved
for listing on the New York Stock Exchange (the “NYSE”), subject only to official
notice of issuance.
(i) Absence of Certain Actions. No action has been taken and no statute, rule, regulation
or order has been enacted, adopted or issued by any governmental agency or body which prevents
the issuance or sale of the Units in any jurisdiction; no injunction, restraining order or
order of any nature by any federal or state court of competent jurisdiction has been issued
with respect to any of the TEPPCO Parties which would prevent or suspend the issuance or sale
of the Units or the use of the Prospectus in any jurisdiction; no action, suit or proceeding
is pending against or, to the knowledge of the TEPPCO Parties, threatened against or affecting
any of the TEPPCO Parties before any court or arbitrator or any governmental agency, body or
official, domestic or foreign, which could reasonably be expected to interfere with or
adversely affect the
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issuance of the Units or in any manner draw into question the validity or enforceability
of this Agreement or any action taken or to be taken pursuant hereto; and the Partnership has
complied with any and all requests by any securities authority in any jurisdiction for
additional information to be included in the Prospectus.
2. Representations of the Employee Partnership.
(a) Formation and Qualification of the Employee Partnership. The Employee Partnership has
been duly formed and is validly existing in good standing under the laws of the State of
Delaware with all partnership power and authority necessary to own or hold its properties and
conduct the businesses in which it is engaged and to execute and deliver this Agreement and
consummate the transactions contemplated thereby, in all respects as described in the
Registration Statement and the Prospectus. The Employee Partnership is duly registered or
qualified to do business and is in good standing as a foreign limited partnership in each
jurisdiction in which its ownership or lease of property or the conduct of its businesses
requires such qualification or registration, except where the failure to so qualify or
register would not, (i) individually or in the aggregate, have a material adverse effect on
the condition (financial or otherwise), results of operations, business or prospects of the
Employee Partnership (an “Employee Partnership Material Adverse Effect”) or (ii)
subject the limited partners of the Employee Partnership to any material liability or
disability.
(b) No Conflicts. Neither the execution, delivery and performance of this Agreement by
the Employee Partnership nor the consummation of the transactions contemplated hereby (A)
conflicts or will conflict with or constitutes or will constitute a violation of the
organizational documents of any of the Employee Partnership, (B) conflicts or will conflict
with or constitutes or will constitute a breach or violation of, or a default (or an event
that, with notice or lapse of time or both, would constitute such a default) under, any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to
which the Employee Partnership is a party or by which it or any of its respective properties
may be bound, (C) violates or will violate any statute, law or regulation or any order,
judgment, decree or injunction of any court, arbitrator or governmental agency or body having
jurisdiction over the Employee Partnership, or any of its properties or assets, or (D) results
or will result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Employee Partnership, which conflicts, breaches, violations,
defaults or liens, in the case of clauses (B) or (D), would, individually or
in the aggregate, have an Employee Partnership Material Adverse Effect.
3. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Partnership agrees to sell to the Employee
Partnership, and the Employee Partnership hereby agrees to purchase from the Partnership, at a
purchase price of $29.00 per unit, the Units.
4. Delivery and Payment. Delivery of and payment for the Units shall be made at 11
a.m., New York City time, on September 9, 2008 or at such time on such later date not more than
three Business Days after the foregoing date as the Employee Partnership shall designate, which
date and time may be postponed by agreement between the Employee Partnership and the Partnership
(such date and time of delivery and payment for the Units being herein called the “Closing
Date”). Delivery of the Units shall be made to the Employee Partnership against payment by the
Employee Partnership of the purchase price thereof to or upon the order of the Partnership by wire
transfer payable in same-day funds to an account specified by the Partnership.
5. Conditions to the Obligations of the Employee Partnership. The obligations of the
Employee Partnership to purchase the Units shall be subject to the accuracy of the representations
and warranties on the part of the TEPPCO Parties contained herein as of the Execution Time and the
Closing Date, to the performance by the TEPPCO Parties of their obligations hereunder and to the
following additional conditions:
(a) All partnership and limited liability company proceedings and other legal matters
incident to the authorization, form and validity of this Agreement and the Units, and all
other legal matters relating to this Agreement and the transactions contemplated hereby shall
be reasonably satisfactory in all material respects to representatives of the Employee
Partnership, and the Partnership shall have furnished to such representatives all documents
and information that they may reasonably request to enable them to pass upon such matters.
(b) The NYSE shall have approved the Units for listing, subject only to official notice
of issuance.
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(c) The closing of the purchase and sale of the Underwritten Units shall have occurred.
If any of the conditions specified in this Section 5 shall not have been fulfilled when and
as provided in this Agreement, this Agreement and all obligations of the Employee Partnership
hereunder may be canceled at, or at any time prior to, the Closing Date by the Employee
Partnership. Notice of such cancellation shall be given to the Partnership in writing according to
the provisions of this Agreement.
6. Expenses. The parties agree that the Partnership shall have no obligation to
reimburse the Employee Partnership for any costs of funding the Employee Partnership or expenses
associated with the Employee Partnership; provided that the Partnership may be allocated certain
non-cash expenses attributable to a portion of the fair value of the Class B interests in the
Employee Partnership pursuant to the Fourth Amended and Restated Administrative Services Agreement
among TEPPCO, EPCO, Inc. and the other parties thereto, dated January 30, 2007.
7. Notices. All communications hereunder will be in writing and effective only upon
receipt, and, if sent to the Employee Partnership, will be mailed, delivered, telefaxed or sent by
electronic mail to TEPPCO Unit L.P., to EPCO, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Legal Officer (Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇); email address:
▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇); or, if sent to the TEPPCO Parties, will be mailed, delivered, faxed or sent by
electronic mail to Texas Eastern Products Pipeline Company, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel (Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇);
email address: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇).
8. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors, employees and agents,
and no other person will have any right or obligation hereunder.
9. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF
TEXAS.
10. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
Agreement.
11. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.
12. Definitions. The terms which follow, when used in this Agreement, shall have the
meanings indicated.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated
by law to close in Houston, Texas.
“Commission” shall mean the Securities and Exchange Commission.
“Effective Date” shall mean each date and time that the Registration Statement
became or becomes effective.
“Execution Time” shall mean the date and time that this Agreement is executed and
delivered by the parties hereto.
[Signature Pages to Follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Partnership and the Employee Partnership.
| Very truly yours, | ||||||||||
| the “Partnership” | ||||||||||
| TEPPCO PARTNERS, L.P. | ||||||||||
| By: | Texas Eastern Products Pipeline Company, LLC, its general partner |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
Signature Page to Unit Purchase Agreement of
TEPPCO Partners, L.P.
TEPPCO Partners, L.P.
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| The foregoing Agreement is hereby confirmed and accepted as of the date first above written. | ||||||
| “Employee Partnership” | ||||||
| TEPPCO UNIT L.P. | ||||||
| By: | EPCO, Inc., its general partner | |||||
| By: | /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||
| |
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive Officer |
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Signature Page to Unit Purchase Agreement of
TEPPCO Partners, L.P.
TEPPCO Partners, L.P.
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