Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 08/19/2004
Entire Document
 
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      THIS SUPPLEMENTAL INDENTURE, dated as of August 17, 2004, is by and among
GulfTerra Energy Partners, L.P., a Delaware limited partnership (the
"PARTNERSHIP"), GulfTerra Energy Finance Corporation, a Delaware corporation
("GULFTERRA FINANCE, and collectively with the Partnership, the "ISSUERS"), the
Subsidiary Guarantors listed on the signature pages hereof, and JPMorgan Chase
Bank, a New York state banking corporation, as trustee (the "TRUSTEE").

      WHEREAS, the Trustee, the Issuers and certain subsidiaries of the
Partnership have heretofore executed and delivered that certain Indenture dated
as of May 17, 2001 (as amended, supplemented or otherwise modified from time to
time, the "INDENTURE"), providing for the issuance of 8-1/2% Series A Senior
Subordinated Notes due 2011 and 8-1/2% Series B Senior Subordinated Notes due
2011;

      WHEREAS, the Issuers
 issued originally $480,000,000 aggregate principal
amount of their 8-1/2% Series A Senior Subordinated Notes due 2011 and
subsequently exchanged them for an equal aggregate principal amount of their
8-1/2% Series B Senior Subordinated Notes due 2011 (collectively, the "NOTES");

      WHEREAS, subsequent to such exchange, the Issuers redeemed an aggregate
principal amount of $158,400,000 of the Notes, such that there are now
outstanding under the Indenture $321,600,000 aggregate principal amount of the
Notes;

      WHEREAS, Section 9.02 of the Indenture provides that, with the consent of
Holders representing a majority in aggregate principal amount of the Notes then
outstanding, the Issuers, when authorized by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership) and of the
Board of Directors of GulfTerra Finance, and the Subsidiary Guarantors, when
authorized by a resolution of their respective Board of Directors, and the
Trustee may enter into an indenture supplemental to the Indenture for the
purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions);

      WHEREAS, the Issuers desire and have requested the Trustee to join with
them in entering into this Supplemental Indenture for the purpose of amending
the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

      WHEREAS, in connection with the acquisition by Enterprise Products
Partners L.P. of the Partnership by merger, Enterprise Products Operating L.P.,
a Delaware limited partnership ("ENTERPRISE") and a wholly-owned subsidiary of
Enterprise Products Partners L.P., has been soliciting consents to this
Supplemental Indenture upon the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated August 4, 2004
and the related Consent and Letter of Transmittal (which together, including any
amendments, modifications or supplements thereto, constitute the "TENDER
OFFER");

      WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Board of Directors of the General Partner
(in the case of the Partnership) and of the Boards of Directors of GulfTerra
Finance and each of the Subsidiary Guarantors;

      WHEREAS, (1) the consent of the Holders of more than a majority in
principal amount of the outstanding Notes has been received, as certified by an
Officers' Certificate of the General Partner delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture,
(2) the Partnership has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture Officers' Certificate and
an Opinion of Counsel relating to this Supplemental Indenture as contemplated by
Section 9.06 of the Indenture and (3) the Issuers and the Subsidiary Guarantors
have satisfied all other conditions required under Article 9 of the Indenture to
enable the Issuers, the Subsidiary Guarantors and the Trustee to enter into this
Supplemental Indenture.

      NOW, THEREFORE, in consideration of the above premises, each party hereby
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Notes, as follows:

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