|GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 09/07/2004|
THIS INDEMNIFICATION AGREEMENT dated as of , 2004 (this "Agreement) is entered into by GulfTerra Energy Partners, L.P., a Delaware limited partnership (GulfTerra MLP), GulfTerra Energy Company, L.L.C., a Delaware limited liability company (collectively with GulfTerra MLP, the "GulfTerra Parties), Enterprise Products Partners L.P., a Delaware limited partnership (Enterprise MLP), Enterprise Products GP, LLC, a Delaware limited liability company (Enterprise GP), and Enterprise Products Management LLC, a Delaware limited liability company (collectively with Enterprise MLP and Enterprise GP, the Enterprise Parties). Reference is hereby made to the Merger Agreement (the Merger Agreement) dated December 15, 2003 between the GulfTerra Parties and the Enterprise Parties. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Merger Agreement.
W I T N E S S E T H:
WHEREAS, the GulfTerra Parties and the Enterprise Parties entered into the Merger Agreement that provided for, among other things, subject to the terms and conditions thereof, Enterprise MLP to maintain officers and directors liability insurance covering the GulfTerra D&O Indemnified Parties on terms and conditions no less advantageous than the existing D&O Insurance for a period of three years after the Effective Time; and
WHEREAS, the GulfTerra Parties and the Enterprise Parties have agreed to replace the current insurance profile described in Section 5.21 of the Merger Agreement, which requires Enterprise MLP to acquire $100 million of directors and officers liability insurance for the benefit of the GulfTerra D&O Indemnified Parties, with a profile in which: (1) GulfTerra MLP purchases a $50 million directors and officers liability insurance tail policy in conjunction with its regular July 2004 insurance renewal and (2) Enterprise MLP indemnifies GulfTerras directors and officers for an additional $50 million subject to the same terms, coverages, limitations and conditions as those contained in the tail policy.
NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and other good and valuable consideration, stipulated and acknowledged, the parties hereto agree as follows:
Section 1.1 Officers and Directors Insurance.
(a) GulfTerra MLP acknowledges that it has purchased a three-year tail policy (the Tail Policy) that provides officers and directors liability insurance to the GulfTerra D&O Indemnified Parties with a total policy limit of $50,000,000.
(b) For a period of three years following the date hereof, Enterprise MLP shall indemnify, defend and hold harmless each GulfTerra D&O Indemnified Party from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without