Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 10/06/2004
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Table of Contents

      Section; provided, however, that the Holders of the Senior Notes have no such right to put their Senior Notes if, in the case of a Change of Control that does not result in a ratings downgrade of the Senior Notes by either Moody’s or S&P within the following 30 days, the Holders of no more than $250 million in aggregate principal amount of the Senior Subordinated Notes exercise their put options in response to the same Change of Control.

    Section 4.07, which limits the ability of GulfTerra and its Restricted Subsidiaries to consummate Asset Sales and requires the Issuers to make a tender offer for the Notes with certain Net Proceeds received from Asset Sales in accordance with the procedures set forth in Section 3.09.
 
    Section 4.08, which limits the ability of GulfTerra and its Restricted Subsidiaries to pay dividends, to repurchase their Equity Interests, to prepay any Indebtedness that is subordinated to the Notes or the Guarantees (and, in the case of the Subordinated Indentures, any Indebtedness that ranks equally with such Notes or the related Guarantees), and make other Restricted Payments.
 
    Section 4.09, which limits the ability of GulfTerra and its Restricted Subsidiaries, subject to certain exceptions, to incur Indebtedness or to issue Disqualified Equity, unless the Fixed Charge Coverage Ratio for GulfTerra’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the additional Indebtedness is incurred, or the Disqualified Equity is issued, would have been at least 2.25 to 1.0, determined on a pro forma basis.
 
    Section 4.10 of the Subordinated Indentures only, which is commonly called an “anti-layering” covenant and prohibits (i) the Issuers from becoming liable for any Indebtedness that is junior in right of payment to any Senior Debt of either of the Issuers and senior in right of payment to the Subordinated Notes and (ii) any Subsidiary Guarantor from becoming liable for any Indebtedness that is junior in right of payment to any of its Senior Debt and senior in right of payment to its Guarantee.
 
    Section 4.11 of the Subordinated Indentures and Section 4.10 of the Senior Indenture, which limit the ability of GulfTerra and its Restricted Subsidiaries to place Liens on their assets to secure their Indebtedness or Attributable Debt (or, in the case of the Subordinated Indentures, trade payables) without securing the Notes or the Guarantees equally and ratably with the other secured obligations (or, in the case of the Senior Indenture, prior to such other secured obligations if those obligations are subordinated to the Senior Notes or the related Guarantees) for so long as any such obligations are so secured.
 
    Section 4.12 of the Subordinated Indentures and Section 4.11 of the Senior Indenture, which prohibit GulfTerra from allowing its Restricted Subsidiaries, subject to certain exceptions, to have restrictions on their ability to pay dividends or to make other distributions to GulfTerra or its other Restricted Subsidiaries, to make loans to, or to make other investments in, GulfTerra or its other Restricted Subsidiaries, or to transfer any of their assets to GulfTerra or any of its other Restricted Subsidiaries.
 
    Section 4.13 of the Subordinated Indentures and Section 4.12 of the Senior Indenture, which restrict GulfTerra and its Restricted Subsidiaries, subject to certain exceptions, in their dealings with any Affiliate, unless certain standards are met and certain procedures are followed.