Enterprise Products Partners L.P.

SEC Filings

GULFTERRA ENERGY PARTNERS L P filed this Form 10-Q on 05/15/1996
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is party to a credit agreement under which it has outstanding obligations that
may restrict the payments of distributions to its owners.  In December 1995,
Stingray amended an existing term loan agreement to provide for aggregate
outstanding borrowings of up to $29.0 million in principal amount.  The
agreement requires the payment of principal by Stingray of $1.45 million per
quarter.  As of March 31, 1996, interest accrued at the rate of approximately
6.4% per annum and is payable quarterly.  As of March 31, 1996, Stingray had
$29.0 million outstanding under its term loan agreement.

In April 1996, POPCO entered into a revolving credit facility (the "POPCO
Credit Facility") with a group of commercial banks to provide up to $150.0
million for the construction of Phase II of the Poseidon Oil Pipeline and for
other working capital needs of POPCO.  As of May 10, 1996, POPCO had $25.0
million outstanding under the POPCO Credit Facility bearing interest at 6.7%
per annum.  POPCO's ability to borrow money under the facility is subject to
certain customary terms and conditions, including borrowing base limitations.
The POPCO Credit Facility is secured by a substantial portion of POPCO's assets
and matures on April 30, 2001.

In December 1995, Flextrend Development initiated production from the Viosca
Knoll Block 817 lease.  The Viosca Knoll Block 817 lease currently has three
wells on production which are producing a total of approximately 90 MMcf of gas
per day.  Flextrend Development owns a 75% working interest in these wells,
subject to certain reversionary interests.

Tatham Offshore was obligated to make demand charge payments to the Partnership
pursuant to certain transportation agreements.  For the year ending December
31, 1996, Tatham Offshore was obligated to pay $8.1 million in aggregate demand
charges.  In addition to the demand charges, Tatham Offshore is obligated to
pay commodity charges, based on the volume of oil and gas transported or
processed, under these agreements.  Also, for the year ending December 31,
1996, Tatham Offshore is obligated to pay $1.6 million in platform access fees.
Production problems at Ship Shoal Block 331 and reduced oil production from the
Ewing Bank 914 #2 well have affected Tatham Offshore's ability to pay demand
charges under these agreements.

Effective February 1, 1996, the Partnership agreed to release Tatham Offshore
from all remaining demand charge payments under the transportation agreements,
a total of $17.8 million.  Under these agreements, the Partnership was entitled
to receive demand charges of $8.1 million in 1996, $6.0 million in 1997, $3.0
million in 1998 and $0.7 million in 1999.  Tatham Offshore remains obligated to
pay the commodity charges under these agreements as well as all platform access
and processing fees associated with the Viosca Knoll Block 817 lease.  In
exchange, the Partnership received 7,500 shares of Tatham Offshore Senior
Preferred Stock.  Each share of the Senior Preferred Stock has a liquidation
preference of $1,000 per share, is senior in liquidation preference to all
other classes of Tatham Offshore stock and has a 9% cumulative dividend,
payable quarterly.  At any time on or after September 30, 1998, the Partnership
has the option to exchange the remaining liquidation preference amount and
accrued but unpaid dividends for shares of Tatham Offshore's Convertible
Exchangeable Preferred with an equivalent market value.  Further, the
Partnership has made an irrevocable offer to Tatham Offshore to sell all or any
portion of the Senior Preferred Stock to Tatham Offshore or its designee at a
price equal to $1,000 per share, plus interest thereon at 9% per annum less the
sum of any dividends paid thereon.  The Convertible Exchangeable Preferred
Stock is convertible into Tatham Offshore common stock based on a fraction, the
numerator of which is the liquidation preference value plus all accrued but
unpaid dividends and the denominator of which is the Trading Reference Price.
The current Trading Reference Price is $0.65 per share.  In addition, the sum
of $7.5 million was added to the Payout Amount under the Purchase and Sale
Agreement.  By adding $7.5 million to the Payout Amount, the Partnership is
entitled to an additional $7.5 million plus interest at the rate of 15% per
annum from revenue attributable to the Assigned Properties prior to reconveying
any interest in the Assigned Properties to Tatham Offshore.  Tatham Offshore
waived its