|GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 09/07/2004|
WHEREAS, the Parent Company Agreement was amended as of April 19, 2004, and the parties desire to reflect such Amendment in the definition of Parent Company Agreement set forth in Section 1.1 of the Merger Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:
1. The first sentence of Section 2.1(a) is hereby amended to read as follows:
Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the Closing) of the Merger and the transactions contemplated by this Section 2.1 shall be held at the offices of Vinson & Elkins L.L.P. at 1001 Fannin Street, Houston, Texas 77002 on the Business Day following the date on which the applicable waiting period under the HSR Act, referred to in Section 6.1(c), is terminated, commencing at 9:00 a.m., local time, or such other place, date and time as may be mutually agreed upon by Enterprise MLP and GulfTerra MLP.
2. A new Section 2.2 is hereby added to the Merger Agreement, to read in its entirety as follows:
2.2 Accounting Effective Time. If the Closing occurs on or between September 2, 2004 and September 29, 2004, the Merger shall be deemed to be effective, for financial accounting purposes only, as of the opening of business on September 1, 2004 (the Accounting Effective Time). In that regard and subject to certain regulations under the HSR Act, following the Accounting Effective Time, one or more of the persons who will comprise the post-Closing management of Enterprise MLP shall take over the day-to-day operations of GulfTerra MLP (including applicable accounting records).
3. Section 5.21 (a) is hereby amended to read in its entirety as follows:
(a) For a period of three years after the Effective Time, Enterprise MLP shall maintain officers and directors liability insurance covering each person who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer or director of any of the GulfTerra Partnership Group Entities and each person who immediately prior to the Effective Time is serving or prior to the Effective Time has served at the request of any of the Gulf Terra Partnership Group Entities as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the GulfTerra D&O Indemnified Parties) who are or at any time prior to the Effective Time were