Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 01/13/1997
Entire Document
 
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                                                                    EXHIBIT 10.1

                               AMENDMENT NUMBER 1
                                       TO
           THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                     LEVIATHAN GAS PIPELINE PARTNERS, L.P.

         THIS AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF LEVIATHAN GAS PIPELINE PARTNERS, L.P., dated December
31, 1996 (this Amendment), is entered into by and among Leviathan Gas Pipeline
Company, a Delaware corporation, as the General Partner, and the Limited
Partners. In consideration of the covenants, conditions and agreements
contained herein, the parties hereto agree as follows:

                                R E C I T A L S

         A.  The General Partner of the Company has authorized a distribution
             of one Common Unit or Preference Unit, as the case may be, for
             each outstanding Common Unit or Preference Unit, as the case may
             be.

         B.  In connection with such actions it is in the Partnership's best
             interests to amend the Amended and Restated Agreement of Limited
             Partnership of Leviathan Gas Pipeline Partners, L.P., dated as of
             February 19, 1993 (the Partnership Agreement), by action of the
             General Partner, pursuant to Section 15.1 of the Partnership
             Agreement.

                               A G R E E M E N T

1.       UNDEFINED TERMS.  Undefined terms used herein are defined in the
Partnership Agreement.

2.       AMENDMENTS.

         A.      Section 5.9 of the
 Partnership Agreement is amended and
restated in its entirety as follows:

                 Adjustments to Minimum Quarterly Distribution Levels, Target
                 Levels and Certain Other Provisions.  (a) Adjustments to the
                 Minimum Quarterly Distribution, First Target Distribution,
                 Second Target Distribution and Third Target Distribution shall
                 be made in the following circumstances: (i) the Minimum
                 Quarterly Distribution, First Target Distribution, Second
                 Target Distribution and Third Target Distribution shall be
                 proportionately adjusted in the event of any distribution,
                 combination or subdivision (whether effected by a distribution
                 payable in Units or otherwise) of Units or other Partnership
                 Securities in accordance with Section 4.11; and (ii) in the
                 event of a distribution of Available Cash that is deemed to be
                 Cash from Interim Capital Transactions, the Minimum Quarterly
                 Distribution, First Target Distribution, Second Target
                 Distribution and Third Target Distribution shall be
                 proportionately adjusted downward to equal the




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