Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 09/07/2004
Entire Document
 
exv2w1
 

EXHIBIT 2.1

AMENDMENT NO. 1 TO MERGER AGREEMENT

     This Amendment No. 1 dated as of August 31, 2004 (“Amendment”), to the Merger Agreement dated as of December 15, 2003 (the “Merger Agreement”), is entered into by and among Enterprise Products Partners L.P. (“Enterprise MLP”), Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. (“GulfTerra MLP”) and GulfTerra Energy Company, L.L.C. Each capitalized term used, but not otherwise defined herein, shall have the meaning assigned to such term in the Merger Agreement.

WITNESSETH:

     WHEREAS, Enterprise MLP and GulfTerra MLP believe that the filing made by the “ultimate parent entities” to the parties to the Merger Agreement with the Federal Trade Commission (the “FTC”) under the HSR Act is in the final stage of approval by the FTC, and further believe that the applicable waiting period under the HSR Act will be terminated by the FTC within the next several days;

     WHEREAS, the parties desire to amend Section 2.1(a) of the Merger Agreement to provide that, subject to the satisfaction of all other closing conditions, the Closing will occur on the Business Day following the date on which the applicable waiting period under the HSR Act is terminated, or such other time as may mutually be agreed upon by the parties;

     WHEREAS, if the Closing occurs between September 2, 2004 and September 29, 2004, the parties desire for the Merger to be deemed effective as of the opening of business on September 1, 2004 for financial accounting purposes (the “Accounting Effective Time”);

     WHEREAS, the parties desire to amend Section 5.21(a) of the Merger Agreement to limit the amount of D&O Insurance coverage required to be provided by Enterprise MLP to $50,000,000 and to provide for indemnification of the GulfTerra D&O Indemnified Parties by Enterprise MLP of up to an additional $50,000,000 subject to the same terms as such D&O Insurance Coverage;

     WHEREAS, the term “GulfTerra Purchased Units” is defined in Section 1.1 of the Merger Agreement to mean the GulfTerra Common Units and GulfTerra Series C Units to be purchased by Enterprise Products GTM, LLC pursuant to the Parent Company Agreement;

     WHEREAS, Section 2.2(d) of the Parent Company Agreement provides that the GulfTerra Common Units and GulfTerra Series C Units referred to above shall be purchased by Enterprise MLP;

     WHEREAS, in order to correct the inconsistency between Section 1.1 of the Merger Agreement and Section 2.2(d) of the Parent Company Agreement and to reflect the intent of the parties, the parties desire to amend the definition of “GulfTerra Purchased Units” contained in the Merger Agreement as provided herein; and