|GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 09/07/2004|
covered by the existing officers and directors liability insurance applicable to the GulfTerra Partnership Group Entities (D&O Insurance) policies on terms substantially no less advantageous to the GulfTerra D&O Indemnified Parties than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time) except as set forth in the following sentence. Enterprise MLP shall have the right to cause coverage to be extended under the D&O Insurance by obtaining a three-year tail policy (the Tail Policy) on terms and conditions no less advantageous than the existing D&O Insurance, except that the total coverage thereunder shall be limited to $50,000,000, and such Tail Policy shall satisfy the provisions of the foregoing sentence of this Section 5.21. In addition, for a period of three years after the Effective Time, Enterprise MLP shall indemnify the GulfTerra D&O Indemnified Parties pursuant to an Indemnification Agreement substantially in the form attached hereto as Exhibit 5.21(a).
4. The definition of GulfTerra Purchased Units set forth in Section 1.1 of the Merger Agreement is hereby amended to read in its entirely as follows:
GulfTerra Purchased Units means the GulfTerra Common Units and GulfTerra Series C Units to be purchased by Enterprise MLP pursuant to the Parent Company Agreement.
5. The definition of Parent Company Agreement set forth in Section 1.1 of the Merger Agreement is hereby amended to read in its entirely as follows:
Parent Company Agreement means that certain Parent Company Agreement dated as of the Execution Date, as amended by Amendment No. 1 thereto, dated as of April 19, 2004, among El Paso Parent, El Paso Sub 1, El Paso Sub 2, El Paso Sub 3, El Paso GP Holdco, Enterprise GP, Enterprise MLP and Enterprise Products GTM, LLC.
6. As amended hereby, the Merger Agreement is in all respects ratified, confirmed and approved and shall remain in full force and effect.