Enterprise Products Partners L.P.

SEC Filings

S-1/A
ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-1/A on 07/21/1998
Entire Document
 
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  Final Subordinated Units into Common Units. This allocation method for
  establishing such economic uniformity will only be available to the General
  Partner if the method for allocating the Capital Account maintained with
  respect to the Subordinated Units between the transferred and retained
  Subordinated Units pursuant to Section 5.5(c)(ii) does not otherwise
  provide such economic uniformity to the Final Subordinated Units.
 
    (xi) Curative Allocation.
 
      (A) Notwithstanding any other provision of this Section 6.1, other
    than the Required Allocations, the Required Allocations shall be taken
    into account in making the Agreed Allocations so that, to the extent
    possible, the net amount of items of income, gain, loss and deduction
    allocated to each Partner pursuant to the Required Allocations and the
    Agreed Allocations, together, shall be equal to the net amount of such
    items that would have been allocated to each such Partner under the
    Agreed Allocations had the Required Allocations and the related
    Curative Allocation not otherwise been provided in this Section 6.1.
    Notwithstanding the preceding sentence, Required Allocations relating
    to (1) Nonrecourse Deductions shall not be taken into account except to
    the extent that there has been a decrease in Partnership Minimum Gain
    and (2) Partner Nonrecourse Deductions shall not be taken into account
    except to the extent that there has been a decrease in Partner
    Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section
    6.1(d)(xi)(A) shall only be made with respect to Required Allocations
    to the extent the General Partner reasonably determines that such
    allocations will otherwise be inconsistent with the economic agreement
    among the Partners. Further, allocations pursuant to this Section
    6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to
    clauses (1) and (2) hereof to the extent the General Partner reasonably
    determines that such allocations are likely to be offset by subsequent
    Required Allocations.
 
      (B) The General Partner shall have reasonable discretion, with
    respect to each taxable period, to (1) apply the provisions of Section
    6.1(d)(xi)(A) in whatever order is most likely to minimize the economic
    distortions that might otherwise result from the Required Allocations,
    and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among
    the Partners in a manner that is likely to minimize such economic
    distortions.
 
  6.2 Allocations for Tax Purposes.
 
  (a) Except as otherwise provided herein, for federal income tax purposes,
each item of income, gain, loss and deduction shall be allocated among the
Partners in the same manner as its correlative item of "book" income, gain,
loss or deduction is allocated pursuant to Section 6.1.
 
  (b) In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss,
depreciation, amortization and cost recovery deductions shall be allocated for
federal income tax purposes among the Partners as follows:
 
    (i) (A) In the case of a Contributed Property, such items attributable
  thereto shall be allocated among the Partners in the manner provided under
  Section 704(c) of the Code that takes into account the variation between
  the Agreed Value of such property and its adjusted basis at the time of
  contribution; and (B) any item of Residual Gain or Residual Loss
  attributable to a Contributed Property shall be allocated among the
  Partners in the same manner as its correlative item of "book" gain or loss
  is allocated pursuant to Section 6.1.
 
    (ii) (A) In the case of an Adjusted Property, such items shall (1) first,
  be allocated among the Partners in a manner consistent with the principles
  of Section 704(c) of the Code to take into account the Unrealized Gain or
  Unrealized Loss attributable to such property and the allocations thereof
  pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in the event
  such property was originally a Contributed Property, be allocated among the
  Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item
  of Residual Gain or Residual Loss attributable to an Adjusted Property
  shall be allocated among the Partners in the same manner as its correlative
  item of "book" gain or loss is allocated pursuant to Section 6.1.
 
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