I own unit options (the "Options") to purchase common units of GulfTerra
Energy Partners, L.P. ("GTM"), which options were granted to me pursuant to one
or more grant letters under either the GulfTerra Omnibus Compensation Plan or
the GulfTerra Common Unit Plan for Non-Employee Directors, in either case as
amended (as applicable, the "Plan").
I understand that GTM has entered into a merger agreement with Enterprise
Products Partners, L.P. ("EPD") under which GTM will merge with a subsidiary of
EPD on the "Closing Date" under the merger agreement.
I hereby agree to sell to GTM each Option that I own on the Repurchase Date
(defined below) for a payment (the "Repurchase Price"), less any applicable
withholding taxes equal to the quotient derived by dividing (a) the positive
difference between (i) $43.00, which represents our determination of the fair
value of the options, minus (ii) the exercise price for that Option by (b) 85%.
That Repurchase Price will constitute full payment for all Options that I own on
the Repurchase Date (all such options, my "Repurchased Options").
I desire for GTM to pay me the Repurchase Price (subject to applicable tax
withholding) as follows:
$ of my Repurchase Price will be in cash; and
$ of my Repurchase Price will be in GTM common units.
I understand that, to the extent I desire any of my Repurchase Price to
consist of common units, the number of GTM common units I will receive will be a
whole number determined by dividing (a) the aggregate dollar amount of my
Repurchase Price for which I desire common units by (b) the average of the
closing price of GTM common units on the NYSE Composite Transaction Reporting
System as reported in The Wall Street Journal (but subject to correction for
typographical or other manifest errors in such reporting) over the twenty
trading day period ending on the third business day prior to the Repurchase
Date. I also understand that I will not receive any fractional common units and
that I will receive cash equal to the value of any fractional unit determined by
the above formula.
Effective on the Repurchase Date, the Options, including all rights,
obligations, duties and claims (in each case, both GTM's and mine) related to
the Options or the applicable Plan, will automatically expire and terminate
without any further action, and each of GTM and I release the other (and our
respective affiliates) from any such claims we may have related to such Options
I retain the right to exercise any of my Options at any time and from time
to time (subject to applicable securities laws and "blackout periods") prior to
the Repurchase Date. I understand that I have the right to exercise my Options,
and hold the common units I receive as a result of that exercise, at any time
prior to the Repurchase Date and that those common units will be exchanged in
the merger pursuant to the same terms and conditions as other GTM common unit
I understand that this is an irrevocable, binding agreement between me and
GTM, but that if the merger agreement between GTM and EPD is terminated, (1)
this agreement will become immediately null and void, (2) I will have no further
obligation to sell any Options to GTM, (3) GTM will have no further obligation
to purchase any Options from me and (4) my Options will continue to be subject
to the original terms and conditions of each Option grant as if this agreement