UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2009
TEPPCO PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
1-10403
(Commission File Number)
|
|
76-0291058
(I.R.S. Employer
Identification No.)
|
|
|
|
|
1100 Louisiana, Suite 1600, Houston, Texas
(Address of Principal Executive Offices)
|
|
77002
(Zip Code)
|
Registrant’s Telephone Number, including Area Code:
(713) 381-3636
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
TEPPCO Supplemental Indentures
On October 27, 2009, in connection with the closing of certain consent solicitations and
exchange offers, TEPPCO Partners, L.P., a Delaware limited partnership (“TEPPCO”), entered into an
Eighth Supplemental Indenture dated October 27, 2009 (the “TEPPCO Senior Notes Supplemental
Indenture”), among TEPPCO, TE Products Pipeline Company, LLC, a Texas limited liability company
(“TE Products”), TCTM, L.P., a Delaware limited partnership (“TCTM”), TEPPCO Midstream Companies,
LLC, a Texas limited liability company (“TEPPCO Midstream”), Val Verde Gas Gathering Company, L.P.,
a Delaware limited partnership (“Val Verde” and together with TE Products, TCTM, and TEPPCO
Midstream, the “Subsidiary Guarantors”), and U.S. Bank National Association, successor, pursuant to
Section 7.09 of the indenture, to Wachovia Bank, National Association and First Union National
Bank, as trustee (the “2002 TEPPCO Indenture Trustee”).
On October 27, 2009, in connection with the closing of certain consent solicitations and
exchange offers, TEPPCO also entered into a Third Supplemental Indenture dated as of October 27,
2009 (the “TEPPCO Subordinated Notes Supplemental Indenture”), among TEPPCO, the Subsidiary
Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2007 TEPPCO
Indenture Trustee”).
The TEPPCO Senior Notes Supplemental Indenture deleted all of the sections or provisions
listed below under the indenture dated as of February 20, 2002, as amended and supplemented, among
TEPPCO, the Subsidiary Guarantors and U.S. Bank National Association (successor in interest to
Wachovia Bank, National Association and First Union National Bank) (the “2002 TEPPCO Indenture”)
for any senior notes issued pursuant to the 2002 TEPPCO Indenture:
|
|
•
|
|
Section 4.05 — SEC Reports; Financial Statements (except for the last sentence of Section 4.05(a))
|
|
|
|
|
•
|
|
Section 4.06 — Compliance Certificate
|
|
|
|
|
•
|
|
Section 4.08 — Existence
|
|
|
|
|
•
|
|
Section 4.09 — Maintenance of Properties
|
|
|
|
|
•
|
|
Section 4.10 — Payment of Taxes and Other Claims
|
|
|
|
|
•
|
|
Section 4.12 — Limitation on Sale-Leaseback Transactions
|
|
|
|
|
•
|
|
Section 4.13 — Limitation on Liens
|
|
|
|
|
•
|
|
Section 4.14 — Additional Subsidiary Guarantors
|
|
|
|
|
•
|
|
Section 10.01 — Consolidations and Mergers of the Partnership
|
|
|
|
|
•
|
|
Section 10.02 — Rights and Duties of Successor Partnership
|
In addition, clause (h) (cross-default of other indebtedness) of Section 6.01 (Events of
Default) was deleted.
The TEPPCO Subordinated Notes Supplemental Indenture deleted all of the sections or provisions
listed below under the indenture dated as of May 14, 2007, as amended and supplemented, among
TEPPCO, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A. (successor in
name to The Bank of New York Trust Company, N.A.) (the “2007 TEPPCO Indenture”) for any
subordinated notes issued pursuant to the 2007 TEPPCO Indenture:
|
|
•
|
|
Section 4.05 — SEC Reports; Financial Statements (except for the last sentence of Section 4.05(a))
|
|
|
|
|
•
|
|
Section 4.06 — Compliance Certificate
|
-2-
|
|
•
|
|
Section 4.08 — Existence
|
|
|
|
|
•
|
|
Section 4.09 — Maintenance of Properties
|
|
|
|
|
•
|
|
Section 4.10 — Payment of Taxes and Other Claims
|
|
|
|
|
•
|
|
Section 4.12 — Additional Subsidiary Guarantors
|
|
|
|
|
•
|
|
Section 5.1 — Restricted Payments
|
|
|
|
|
•
|
|
Section 10.01 — Consolidations and Mergers of the Partnership
|
|
|
|
|
•
|
|
Section 10.02 — Rights and Duties of Successor Partnership
|
On October 27, 2009, the unexchanged aggregate principal amount issued and outstanding with
respect to each series of TEPPCO Notes is:
|
|
|
|
|
|
|
|
|
Principal Amount
|
|
|
|
|
Outstanding as of October
|
|
|
Series of TEPPCO Notes
|
|
27, 2009
|
|
|
|
|
|
|
|
|
7.625% Senior Notes due February 2012
|
|
$
|
9,533,000
|
|
|
6.125% Senior Notes due February 2013
|
|
$
|
17,440,000
|
|
|
5.90% Senior Notes due April 2013
|
|
$
|
12,400,000
|
|
|
6.65% Senior Notes due April 2018
|
|
$
|
310,000
|
|
|
7.55% Senior Notes due April 2038
|
|
$
|
425,000
|
|
|
|
|
|
|
|
Total Senior Notes
|
|
$
|
40,108,000
|
|
|
|
|
|
|
|
|
7.000% Junior Subordinated Notes due June 2067
|
|
$
|
14,241,000
|
|
|
|
|
|
|
|
Total TEPPCO Notes
|
|
$
|
54,349,000
|
|
The foregoing descriptions of the TEPPCO Senior Notes Supplemental Indenture and TEPPCO
Subordinated Notes Supplemental Indenture are qualified in their entirety by reference to the full
text of these indentures, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this
Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of Material Definitive Agreement.
In connection with the consummation of the merger of TEPPCO with a subsidiary of Enterprise
Products Partners L.P., a Delaware limited partnership (NYSE: EPD) (“Enterprise”), described below
in Item 2.01, on October 26, 2009, the Loan Agreement, dated August 5, 2009, by and between
Enterprise Products Operating LLC (“EPO”), as Lender, and TEPPCO, as Borrower, has been terminated.
No borrowings were outstanding under this loan agreement as of October 26, 2009.
Item 2.01. Completion of Acquisition or Disposition of Assets.
MLP Merger Agreement
On October 26, 2009, Enterprise Sub B LLC, a Delaware limited liability company and a wholly
owned subsidiary of Enterprise (“Merger Sub B”), merged with and into TEPPCO, with TEPPCO surviving
the merger as a wholly owned subsidiary of Enterprise (the “MLP Merger”), pursuant to the Agreement
and Plan of Merger, dated as of June 28, 2009 (the “MLP Merger Agreement”), by and among
Enterprise, Enterprise Products GP, LLC, a Delaware limited liability company and the general
partner of Enterprise (“EPD GP”), Merger Sub B, TEPPCO and Texas Eastern Products Pipeline Company,
LLC, a Delaware limited liability company and the general partner of TEPPCO (“TEPPCO GP”).
Prior to the GP Merger (as defined below), TEPPCO GP was a direct, wholly owned subsidiary of
Enterprise GP Holdings L.P. (NYSE: EPE) (“EPE”).
-3-
Under the terms of the MLP Merger Agreement, all outstanding TEPPCO units, other than
3,645,509 TEPPCO units (the “Designated Units”) owned by an affiliate of EPCO, Inc. (“EPCO”), a
private company controlled by Dan L. Duncan, were cancelled and converted into the right to receive
Enterprise common units based on an exchange rate of 1.24 Enterprise common units per TEPPCO unit.
The Designated Units were converted, based on the 1.24 exchange rate, into the right to receive
4,520,431 Enterprise Class B Units (the “Class B Units”). The Class B Units are not entitled to
regular quarterly cash distributions of Enterprise for the first sixteen quarters following the
closing of the MLP Merger. The Class B Units will convert automatically into Enterprise common
units on the date immediately following the payment date for the sixteenth distribution following
the closing of the MLP Merger. No fractional Enterprise common units will be issued in the MLP
Merger, and TEPPCO unitholders will, instead, receive cash in lieu of fractional Enterprise common
units, if any.
GP Merger Agreement
On October 26, 2009, in connection with the MLP Merger, Enterprise Sub A LLC, a Delaware
limited liability company and wholly owned subsidiary of Enterprise (“Merger Sub A”), was merged
with and into TEPPCO GP, with TEPPCO GP surviving the merger as a wholly owned subsidiary of
Enterprise (the “GP Merger,” and, together with the MLP Merger, the “Mergers”) pursuant to an
Agreement and Plan of Merger, dated as of June 28, 2009 (the “GP Merger Agreement”), by and among
Enterprise, EPD GP, Merger Sub A, TEPPCO and TEPPCO GP.
Under the terms of the GP Merger Agreement, EPE, the prior owner of 100% of the limited
liability company interests in TEPPCO GP, received 1,331,681 Enterprise common units and an
increase in the capital account of EPD GP to maintain EPD GP’s 2% general partner interest in
Enterprise. EPD GP is a wholly owned subsidiary of EPE.
The foregoing descriptions of the MLP Merger Agreement and the GP Merger Agreement are
qualified in their entirety by reference to the full text of the agreements, which are attached
hereto as Exhibits 2.1 and 2.2, respectively, and incorporated herein by reference.
Item 3.03 Material Modification to the Rights of Security Holders.
The information included in Item 1.01 and the information included under the heading “MLP Merger Agreement”
under Item 2.01 of this Form 8-K is incorporated by reference into this Item 3.03 in its entirety.
Item 5.03. Amendment to Articles of Incorporation or Bylaws.
In connection with the closing of the Mergers and the exchange offers and the contribution of
all of the member interests of TEPPCO GP from Enterprise to EPO, effective October 27, 2009,
immediately after giving effect to the consummation of the exchange offers, the limited liability
company agreement of TEPPCO GP was amended and restated in its entirety as the Second Amended and
Restated Limited Liability Company Agreement of TEPPCO GP, dated as of October 27, 2009 (the
“Restated TEPPCO GP LLC Agreement”).
In addition, on October 27, 2009, in connection with the closing of the Mergers and the
exchange offers and the contribution of all of the limited partner interests of TEPPCO from
Enterprise to EPO, TEPPCO GP (as the sole general partner of TEPPCO) and EPO (as the sole limited
partner of TEPPCO), entered into the Fifth Amended and Restated Agreement of Limited Partnership,
dated as of October 27, 2009 (the “Restated TEPPCO Partnership Agreement”). The Restated TEPPCO
Partnership Agreement eliminated the incentive distribution rights of the general partner and
provided for the general partner’s 2% general partner interest and the limited partner’s 98%
limited partner interest. The Restated TEPPCO Partnership Agreement also simplified provisions
relating to other matters, including conflicts of interest, special approval and rights of limited
partners previously included as customary terms for a publicly traded limited partnership.
Copies of the Restated TEPPCO GP LLC Agreement and the Restated TEPPCO Partnership Agreement
are also filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K and are incorporated
herein by reference.
Item 7.01 Other Events.
On October 26, 2009, TEPPCO and Enterprise issued a joint press release relating to the
closing of the Mergers and the results of the exchange offers on that date, which was the
expiration date for the exchange offers. A copy of the press release is attached as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 in this report on Form 8-K, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liability of that section, unless TEPPCO
specifically states that the information is considered
-4-
“filed” under the Exchange Act or incorporates it by reference into a filing under the Securities
Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of June 28, 2009, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Sub B LLC, TEPPCO Partners, L.P.
and Texas Eastern Products Pipeline Company, LLC. (Filed as
Exhibit 2.1 to the Current Report on Form 8-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) filed on June 29,
2009 and incorporated herein by reference).
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of June 28, 2009, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Sub A LLC, TEPPCO Partners, L.P.
and Texas Eastern Products Pipeline Company, LLC. (Filed as
Exhibit 2.2 to the Current Report on Form 8-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) filed on June 29,
2009 and incorporated herein by reference).
|
|
3.1*
|
|
Second Amended and Restated Limited Liability Company
Agreement of Texas Eastern Products Pipeline Company, LLC
dated as of October 27, 2009.
|
|
3.2*
|
|
Fifth Amended and Restated Agreement of Limited Partnership of
TEPPCO Partners, L.P. dated as of October 27, 2009.
|
|
4.1*
|
|
Eighth Supplemental Indenture, dated as of October 27, 2009,
among TEPPCO Partners, L.P., TE Products Pipeline Company,
LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC, Val Verde
Gas Gathering Company, L.P., as the Subsidiary Guarantors, and
U.S. Bank National Association, successor to Wachovia Bank,
National Association and First Union National Bank, as
trustee.
|
|
4.2*
|
|
Third Supplemental Indenture, dated as of October 27, 2009,
among TEPPCO Partners, L.P., TE Products Pipeline Company,
LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC, Val Verde
Gas Gathering Company, L.P., as the Subsidiary Guarantors, and
The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
99.1*
|
|
Joint Press Release dated October 26, 2009.
|
|
|
|
|
|
*
|
|
Filed with this Form 8-K.
|
-5-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
TEPPCO PARTNERS, L.P.
|
|
|
|
By:
|
TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, its General Partner
|
|
|
|
|
Date: October 28, 2009
|
By:
|
/s/ Michael J. Knesek
|
|
|
|
|
Name:
|
Michael J. Knesek
|
|
|
|
|
Title:
|
Senior Vice President, Controller and Principal
Accounting Officer of Texas Eastern Products Pipeline
Company, LLC
|
|
-6-
Exhibit Index
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of June 28, 2009, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Sub B LLC, TEPPCO Partners, L.P.
and Texas Eastern Products Pipeline Company, LLC. (Filed as
Exhibit 2.1 to the Current Report on Form 8-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) filed on June 29,
2009 and incorporated herein by reference).
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of June 28, 2009, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Sub A LLC, TEPPCO Partners, L.P.
and Texas Eastern Products Pipeline Company, LLC. (Filed as
Exhibit 2.2 to the Current Report on Form 8-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) filed on June 29,
2009 and incorporated herein by reference).
|
|
3.1*
|
|
Second Amended and Restated Limited Liability Company
Agreement of Texas Eastern Products Pipeline Company, LLC
dated as of October 27, 2009.
|
|
3.2*
|
|
Fifth Amended and Restated Agreement of Limited Partnership of
TEPPCO Partners, L.P. dated as of October 27, 2009.
|
|
4.1*
|
|
Eighth Supplemental Indenture, dated as of October 27, 2009,
among TEPPCO Partners, L.P., TE Products Pipeline Company,
LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC, Val Verde
Gas Gathering Company, L.P., as the Subsidiary Guarantors, and
U.S. Bank National Association, successor to Wachovia Bank,
National Association and First Union National Bank, as
trustee.
|
|
4.2*
|
|
Third Supplemental Indenture, dated as of October 27, 2009,
among TEPPCO Partners, L.P., TE Products Pipeline Company,
LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC, Val Verde
Gas Gathering Company, L.P., as the Subsidiary Guarantors, and
The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
99.1*
|
|
Joint Press Release dated October 26, 2009.
|
|
|
|
|
|
*
|
|
Filed with this Form 8-K.
|
-7-
Exhibit 3.1
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
A Delaware Limited Liability Company
This Second Amended and Restated Limited Liability Company Agreement (this
“
Agreement
”) of Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability
company (the “
Company
”), is entered into by Enterprise Products Operating LLC, a Delaware
limited liability company, as the sole member (the “
Member
”) of the Company.
RECITALS
A. The Company owns a 2% general partnership in TEPPCO Partners, L.P., a Delaware limited
partnership (“
TEPPCO
”), and is the sole general partner of TEPPCO.
B. The Amended and Restated Limited Liability Company Agreement of Texas Eastern Products
Pipeline Company, LLC was executed effective May 7, 2007 by its sole member, Enterprise GP Holdings
L.P. and amended by the First Amendment to the Amended and Restated Limited Liability Company
Agreement of Texas Eastern Products Pipeline Company, LLC on November 6, 2008 (the “
Existing
Agreement
”).
C. On October 26, 2009, the Company became a wholly-owned subsidiary of Enterprise Products
Partners L.P., a Delaware limited partnership (“
Enterprise
”), upon the closing of the
transactions contemplated by the Agreement and Plan of Merger, dated as of June 28, 2009, by and
among Enterprise, Enterprise Products GP, LLC, Enterprise Sub A LLC, TEPPCO and the Company.
D. On October 27, 2009, Enterprise contributed all of the membership interests in the Company
to the Member as a capital contribution pursuant to the terms of the Contribution, Conveyance and
Assumption Agreement dated as of October 27, 2009, by and among Enterprise, the Member and
Enterprise Products OLPGP, Inc.
E. The Member deems it advisable to amend and restate the Existing Agreement in its entirety
as set forth herein.
1.
Name
. The name of the Company is:
Texas Eastern Products Pipeline Company, LLC
2.
Formation
. The Company was organized as a Delaware limited liability company by
the filing of a Certificate of Formation (the “
Certificate of Formation
”) on March 31, 2000
with the Secretary of State of the State of Delaware under and pursuant to the Delaware Limited
Liability Company Act (the “
Act
”) .
3.
Purposes
. The purposes of the Company are the transaction of any or all lawful
business for which limited liability companies may be organized under the Act.
4.
Powers
. In furtherance of its purposes, but subject to all of the provisions of
this Agreement, the Company shall have the power and is hereby authorized to:
(a) Acquire by purchase, lease, contribution of property or otherwise, own, hold,
sell, convey, transfer or dispose of any real or personal property that may be necessary,
convenient, or incidental to the accomplishment of the purposes of the Company;
(b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some
other fiduciary capacity for any person or entity and to exercise all of the powers,
duties, rights and responsibilities associated therewith;
(c) Take any and all actions necessary, convenient or appropriate as trustee,
executor, nominee, bailee, director, officer, agent or fiduciary, including the granting or
approval of waivers, consents or amendments of rights or powers relating thereto and the
execution of appropriate documents to evidence such waivers, consents or amendments;
(d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign,
mortgage, lease or demolish or otherwise dispose of any real or personal property that may
be necessary, convenient or incidental to the accomplishment of the purposes of the
Company;
(e) Invest any funds of the Company pending distribution or payment of the same
pursuant to the provisions of this Agreement;
(f) Enter into, perform and carry out contracts of any kind, including without
limitation, contracts with any person or entity affiliated with the Member, deemed by the
Member to be necessary to, in connection with, convenient to, or incidental to the
accomplishment of the purposes of the Company;
(g) Employ or otherwise engage employees, managers, contractors, advisors, attorneys
and consultants and pay reasonable compensation for such services;
(h) Enter into partnerships, limited liability companies, trusts, associations,
corporations or other ventures with other persons or entities in furtherance of the
purposes of the Company; and
(i) Do such other things and engage in such other activities related to the foregoing
as may be necessary, convenient or incidental to the conduct of the business of the
Company, and have and exercise all of the powers and rights conferred upon limited
liability companies formed pursuant to the Act.
Page 2 of 7
5.
Principal Business Office
. The principal business office of the Company shall be
located at such location as may hereafter be determined by the Member.
6.
Registered Agent and Registered Office
. The address of the initial registered
office and name of the initial registered agent of the Company in the State of Delaware, upon whom
process against the Company may be served, is as contained in the Certificate of Formation filed
with the Secretary of State of the State of Delaware. At any time, the Member may designate
another registered agent and/or registered office.
7.
Member
. The name and the address of the Member are as follows:
Name
Enterprise Products Operating LLC,
a Delaware limited liability company
Address
1100 Louisiana Street
Suite 1000
Houston, Texas 77002
8.
Limited Liability
. Except as otherwise provided by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Member shall not be obligated personally
for any such debt, obligation or liability of the Company solely by reason of being a member of the
Company.
9.
Capital Contributions
. The Member may make capital contributions to the Company,
in cash, property or other assets as the Member in its sole discretion shall determine from time to
time, but shall have no obligation to do so.
10.
Allocation of Profits and Losses
. The Company’s profits and losses shall be
allocated solely to the Member.
11.
Distributions
. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member. Notwithstanding any provision to the contrary
contained in this Agreement, the Company shall not make a distribution to the Member on account of
its interest in the Company if such distribution would violate Section 18-807 of the Act or other
applicable law.
12.
Management
. The management of the Company shall be exclusively vested in a Board
of Directors (the “
Board
”) and, subject to the direction of the Board, the officers (the
“
Officers
”), who shall collectively (Board and Officers) constitute “managers” of the
Company within the meaning of the Act. The authority and functions of the Board on the one hand
and of the Officers on the other shall be identical to the activity and functions of the board of
directors and officers, respectively, of a corporation organized
Page 3 of 7
under the Delaware General Corporation Law. Thus, the business and affairs of the Company
shall be managed by the Board, and the day-to-day activities of the Company shall be conducted on
the Company’s behalf by the Officers, who shall be agents of the Company.
13.
Board of Directors
. The Board shall consist of one or more individuals (the
“
Directors
”) appointed by the Member, such number of Directors to be determined from time
to time by the Member. Vacancies on the Board for whatever cause shall be filled by the Member.
The Directors shall hold office until their respective successors are chosen and qualify or until
their earlier death, resignation or until removed by the Member, in the Member’s discretion. The
Board may act (a) by majority vote of Directors present at a meeting at which a quorum (consisting
of a majority of Directors) is present or (b) by written consent of a majority of the Directors.
14.
Officers
. The Board may, from time to time as it deems advisable, select natural
persons, who shall be agents of the Company, and designate them as Officers of the Company and
assign titles (including, without limitation, Chairman, President, Vice President, Secretary,
Treasurer, Assistant Secretary, and Assistant Treasurer) to any such person. Unless the Board
decides otherwise, if the title is one commonly used for officers of a business corporation formed
under the Delaware General Corporation Law, the assignment of such title shall constitute the
delegation to such person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 14 may be revoked at any time by the Board. An
Officer may be removed with or without cause by the Board.
15.
Other Business
. The Member may engage in or possess an interest in other business
ventures of every kind and description, independently or with others. The Company shall not have
any rights in or to such independent ventures or the income or profits therefrom by virtue of this
Agreement.
16.
Exculpation and Indemnification
. No Member, Director, or Officer shall be liable
to the Company or any other person or entity who has an interest in the Company for any loss,
damage or claim incurred by reason of any act or omission performed or omitted by such Member,
Director, or Officer in good faith on behalf of the Company and in a manner reasonably believed to
be within the scope of the authority conferred on such Member, Director, or Officer by this
Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or
claim incurred by reason of such Member’s, Director’s, or Officer’s willful misconduct. To the
full extent permitted by applicable law, a Member, Director, or Officer shall be entitled to
indemnification from the Company for any loss, damage or claim incurred by such Member, Director,
or Officer by reason of any act or omission performed or omitted by such Member, Director, or
Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Member, Director, or Officer by this Agreement, except
that no Member, Director, or Officer shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Member, Director, or Officer by reason of willful misconduct with
respect to such acts or omissions; provided, however, that any indemnity
Page 4 of 7
under this Section 16 shall be provided out of and to the extent of Company assets only, and
the Member shall not have personal liability on account thereof.
17.
Assignments
. The Member may at any time assign in whole or in part its limited
liability company interest in the Company. If the Member transfers all of its interest in the
Company pursuant to this Section 17, the transferee shall be admitted to the Company upon its
execution of an instrument signifying its agreement to be bound by the terms and conditions of this
Agreement. Such admission shall be deemed effective immediately prior to the transfer, and,
immediately following such admission, the transferor Member shall cease to be a member of the
Company.
18.
Resignation
. The Member may at any time resign from the Company. If the Member
resigns pursuant to this Section 18, an additional member shall be admitted to the Company, subject
to Section 19 hereof, upon its execution of an instrument signifying its agreement to be bound by
the terms and conditions of this Agreement. Such admission shall be deemed effective immediately
prior to the resignation, and, immediately following such admission, the resigning Member shall
cease to be a member of the Company.
19.
Admission of Additional Members
. One or more additional members of the Company
may be admitted to the Company with the written consent of the Member.
20.
Dissolution
.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to
occur of the following: (i) the written consent of the Member; (ii) at any time there are
no members of the Company unless, within 90 days of the occurrence of the event that
terminated the continued membership of the last remaining member of the Company (the
“
Termination Event
”), the personal representative of the last remaining member
agrees in writing to continue the Company and to the admission to the Company of such
personal representative or its nominee or designee as a Member, effective as of the
occurrence of the Termination Event, and such successor or its nominee or designee shall be
admitted upon its execution of an instrument signifying its agreement to be bound by the
terms and conditions of this Agreement; or (iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of
the Company and upon the occurrence of such an event, the business of the Company shall
continue without dissolution.
(c) In the event of dissolution, the Company shall conduct only such activities as are
necessary to wind up its affairs (including the sale of the assets of the Company in an
orderly manner), and the assets of the Company shall be applied in the manner, and in the
order of priority, set forth in Section 18-804 of the Act.
21.
Severability of Provisions
. Each provision of this Agreement shall be considered
severable, and if for any reason any provision or provisions herein are
Page 5 of 7
determined to be invalid, unenforceable or illegal under any existing or future law, such
invalidity, unenforceability or illegality shall not impair the operation of or affect those
portions of this Agreement that are valid, enforceable and legal.
22.
Entire Agreement
. This Agreement constitutes the entire agreement of the Member
with respect to the subject matter hereof.
23.
Governing Law
. This Agreement shall be governed by, and construed under, the laws
of the State of Delaware (without regard to conflict of laws principles), all rights and remedies
being governed by said laws.
24.
Amendments
. This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written agreement executed and delivered by the Member.
25
.
Sole Benefit of Member
. The provisions of this Agreement (including Section 9)
are intended solely to benefit the Member and, to the fullest extent permitted by applicable law,
shall not be construed as conferring any benefit upon any creditor of the Company (and no such
creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty
or obligation to any creditor of the Company to make any contributions or payments to the Company.
Page 6 of 7
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Agreement as of October 27, 2009.
|
|
|
|
|
|
|
|
ENTERPRISE PRODUCTS OPERATING LLC
|
|
|
|
By:
|
Enterprise Products OLPGP, Inc.,
its sole manager
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
Page 7 of 7
Exhibit 3.2
FIFTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF
TEPPCO PARTNERS, L.P.
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(this “
Agreement
”),
dated as of October 27, 2009, is entered into and executed by Texas Eastern Products Pipeline
Company, LLC, a Delaware limited liability company, as General Partner, and Enterprise Products
Operating LLC, a Texas limited liability company, as Limited Partner.
RECITALS
A. On October 26, 2009, (i) Enterprise Sub A merged with and into the General Partner and the
General Partner became a wholly owned subsidiary of Enterprise upon the closing of the transactions
contemplated by the GP Merger Agreement, and (ii) Enterprise Sub B merged with and into the
Partnership and Enterprise acquired all of the outstanding limited partner interests in the
Partnership.
B. On October 27, 2009, Enterprise contributed all of the membership interests in the General
Partner and all of the limited partner interests in the Partnership to the Limited Partner as a
capital contribution pursuant to the terms of the Contribution Agreement as a result of which,
after giving effect to this Agreement, (1) the General Partner shall own a 2% general partner
interest and the Incentive Distribution Rights in the Partnership, and be the sole general partner
of the Partnership, and (2) the Limited Partner shall own a 98% limited partner interest in the
Partnership, and be the sole limited partner of the Partnership.
C. The General Partner and the Limited Partner deem it advisable to amend and restate the
Existing Partnership Agreement in its entirety as set forth herein.
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise clearly indicated to the
contrary, apply to the terms used in this Agreement.
“
Affiliate
” means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term “control” means the possession, direct or indirect,
of the power to direct or cause the direction of the management and polices of a Person, whether
through ownership of voting securities.
“
Cash from Operations
” has the meaning ascribed to such term in the Existing Partnership
Agreement.
“
Certificate of Limited Partnership
” means the Certificate of Limited Partnership filed with
the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5
as amended or restated from time to time.
“
Contribution Agreement
” means the Contribution, Conveyance and Assumption Agreement, dated as
of October 27, 2009, by and among Enterprise, OLP GP and the Limited Partner.
“
Delaware Act
” means the Delaware Revised Uniform Limited Partnership Act, as amended from
time to time, and any successor to such act.
“
Enterprise
” means Enterprise Products Partners L.P., a Delaware limited partnership.
“
Enterprise GP
” means Enterprise Products GP, LLC, a Delaware limited liability company.
“
Enterprise Sub A
” means Enterprise Sub A LLC, a Delaware limited liability company and a
wholly owned subsidiary of Enterprise.
“
Enterprise Sub B
” means Enterprise Sub B LLC, a Delaware limited liability company and a
wholly owned subsidiary of Enterprise.
“
Existing Partnership Agreement
” means the Fourth Amended and Restated Agreement of Limited
Partnership of TEPPCO Partners, L.P. dated December 8, 2006, as amended by Amendment No. 1 thereto
adopted effective as of December 27, 2007 and Amendment No. 2 thereto dated as of November 6, 2008.
“
General Partner
” means Texas Eastern Products Pipeline Company, LLC, a Delaware limited
liability company.
“
GP Merger Agreement
” means the Agreement and Plan of Merger, dated as of June 28, 2009, by
and among Enterprise, Enterprise GP, Enterprise Sub A, the Partnership and the General Partner.
“
Incentive Distribution Rights
” means the rights of the General Partner to receive an
increasing percentage of Cash from Operations pursuant to Section 5.4 of the Existing Partnership
Agreement.
“
Indemnitee”
means (a) the General Partner, (b) any Person who is an Affiliate of the General
Partner, (c) any Person who is serving at the request of the General Partner or any Affiliate of
the General Partner as a member, partner, director, officer, fiduciary or trustee of the General
Partner or any subsidiary or other Affiliate controlled by the Partnership, and (d) any Person the
General Partner designates as an “Indemnitee” for purposes of this Agreement.
“
Limited Partner
” means Enterprise Products Operating LLC, a Texas limited liability company.
“
OLP GP
” means Enterprise Products OLPGP, Inc., a Delaware corporation.
2
“
Partner
” means the General Partner or the Limited Partner.
“
Partnership
” means TEPPCO Partners, L.P., a Delaware limited partnership.
“
Person
” means an individual or a corporation, firm, limited liability company, partnership,
joint venture, unincorporated organization, association, government agency or political subdivision
thereof or other entity.
“
Percentage Interest
” means, with respect to any Partner, the percentage interest of such
Partner in the Partnership as set forth in Section 2.7 of this Agreement.
ARTICLE II
ORGANIZATIONAL MATTERS
2.1
Formation
. The General Partner and the Limited Partner hereby continue the Partnership as
a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the
Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the
Partnership and certain matters related thereto. Except as expressly provided herein to the
contrary, the rights and obligations of the Partners and the administration, dissolution and
termination of the Partnership shall be governed by the Delaware Act.
2.2
Name
. The name of the Partnership shall be, and the business of the Partnership shall be
conducted under the name of, “TEPPCO Partners, L.P.”
2.3
Principal Office; Registered Office
.
(a) The principal office of the Partnership shall be at 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002 or such other place as the General Partner may from time to time designate.
(b) Unless and until changed by the General Partner, the address of the Partnership’s
registered office in the State of Delaware shall be the Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, and the name of the Partnership’s registered agent for service
of process at such address shall be The Corporation Trust Company.
2.4
Term
. The Partnership shall continue in existence until an election to dissolve the
Partnership is made by the General Partner.
2.5
Organizational Certificate
. The Partnership commenced upon the filing of the Certificate
of Limited Partnership in accordance with the Delaware Act.
2.6
Partnership Interests
. Effective as of the date hereof, the Partners shall have Percentage
Interests as set forth below:
3
|
|
|
|
|
General Partner
|
|
Percentage Interest
|
|
Texas Eastern Products Pipeline Company, LLC
|
|
2% general partner interest
|
|
|
|
|
|
Limited Partner
|
|
Percentage Interest
|
|
Enterprise Products Operating LLC
|
|
98% limited partner interest
|
The parties acknowledge and agree that effective as of the date hereof, the Incentive
Distribution Rights previously held by the General Partner pursuant to the Existing Partnership
Agreement are hereby eliminated.
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any lawful activity for
which limited partnerships may be organized under the Delaware Act.
ARTICLE IV
CAPITAL ACCOUNT ALLOCATIONS
4.1
Capital Accounts
. The Partnership shall maintain a capital account for each of the
Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue
Code of 1986, as amended (the “
Code
”), and as determined by the General Partner as
consistent therewith.
4.2
Allocations
. For federal income tax purposes, each item of income, gain, loss, deduction
and credit of the Partnership shall be allocated among the Partners in accordance with their
Percentage Interests, except that the General Partner shall have the authority to make such other
allocations as are necessary and appropriate to comply with Section 704 of the Code and the
regulations pursuant thereto.
4.3
Distributions
. From time to time, but not less often than quarterly, the General Partner
shall review the Partnership’s accounts to determine whether distributions are appropriate. The
General Partner may make such cash distribution as it, in its sole discretion, may determine
without being limited to current or accumulated income or gains from any Partnership funds,
including, without limitation, Partnership revenues, capital contributions or borrowed funds;
provided, however, that no such distribution shall be made if, after giving effect thereto, the
liabilities of the Partnership exceed the fair market value of the assets of the Partnership. In
its sole discretion, the General Partner may, subject to the foregoing proviso, also
4
distribute to the Partners other Partnership property, or other securities of the Partnership
or other entities. All distributions by the General Partner shall be made in accordance with the
Percentage Interests of the Partners.
ARTICLE V
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the
business and affairs of the Partnership shall be vested exclusively in the General Partner; the
Limited Partner shall not have any power to control or manage the Partnership.
ARTICLE VI
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
The Limited Partner shall have no liability under this Agreement except as provided for
herein or in the Delaware Act.
ARTICLE VII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up as provided in Section
2.4.
ARTICLE VIII
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the consent of the
Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents
may be required in connection therewith.
ARTICLE IX
INDEMNIFICATION
9.1 No Indemnitee shall be liable to the Partnership for any act or omission based upon errors
of judgment or other fault in connection with the business or affairs of the Partnership (including
any act or omission that constitutes negligence of such Indemnitee or for which such Indemnitee is
strictly liable) if such Indemnitee’s conduct shall not have constituted gross negligence or
willful misconduct.
9.2 To the fullest extent permitted by law, the Indemnitee shall be indemnified and held
harmless by the Partnership from and against any and all losses, claims, damages, settlements and
other amounts (collectively, “
Losses
”) arising from any and all claims (including
5
attorneys’ fees and expenses, as such fees and expenses are incurred), demands, actions, suits
or proceedings (civil, criminal, administrative or investigative), in which it may be involved, as
a party or otherwise, by reason of the management of the affairs of the Partnership, whether or not
it continued to be an Indemnitee or involved in management of the affairs of the Partnership at the
time any such liability or expense is paid or incurred, including Losses arising from the
negligence or strict liability of such Indemnitee; provided that an Indemnitee shall not be
entitled to the foregoing indemnification if a court of competent jurisdiction shall have
determined that such Losses resulted primarily from the gross negligence or willful misconduct of
such Indemnitee. The termination of a proceeding by judgment, order, settlement or conviction
under a plea of nolo contendere, or its equivalent, shall not, of itself, create any presumption
that such Losses resulted primarily from the gross negligence or willful misconduct of an
Indemnitee or that the conduct giving rise to such liability was not in the best interest of the
Partnership. The Partnership shall also indemnify each of the Indemnitees if it is or was a party
or is threatened to be made a party to any threatened, pending or completed action by or in the
right of the Partnership to procure a judgment in its favor by reason of the fact that such
Indemnitee is or was an agent of the Partnership, against any Losses incurred by such Indemnitee in
connection with the defense or settlement of such action; provided that such Indemnitee shall not
be entitled to the foregoing indemnification if a court of competent jurisdiction shall have
determined that any such Losses resulted from the gross negligence or willful misconduct of such
Indemnitee. The Partnership may advance an Indemnitee any expenses (including, without
limitation, attorneys’ fees and expenses) incurred as a result of any demand, action, suit or
proceeding referred to in this paragraph (b) provided that (i) the legal action relates to the
performance of duties or services by such Indemnitee on behalf of the Partnership; and (ii) such
Indemnitee provides a written undertaking to repay to the Partnership the amounts of such advances
in the event that such Indemnitee is determined to be not entitled to indemnification hereunder.
9.3 The indemnification provided by this Section 9 shall not be deemed to be exclusive of any
other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in
equity or otherwise, and shall inure to the benefit of the heirs, successors and administrators of
such Indemnitee.
9.4 Any indemnification pursuant to this Section 9 will be payable only from the assets of the
Partnership.
ARTICLE X
GENERAL PROVISIONS
10.1
Addresses and Notices
. Any notice to the Partnership, the General Partner or the Limited
Partner shall be deemed given if received by it in writing at the principal office of the
Partnership designated pursuant to Section 2.3(a).
10.2
Binding Effect
. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.
6
10.3
Integration
. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.
10.4
Severability
. If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
hereof, or of such provision in other respects, shall not be affected thereby.
10.5
Applicable Law
. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
10.6
Counterparts
. This Agreement may be executed (by original or telecopied signature) in
counterparts and by the different parties hereto in separate counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute but one and the same
instrument.
[Signature page follows]
7
IN WITNESS WHEREOF
, this Agreement has been duly executed by the General Partner and the
Limited Partner as of the date set forth above.
|
|
|
|
|
|
|
|
GENERAL PARTNER:
TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
|
|
|
|
By:
|
/s/ Michael A. Creel
|
|
|
|
|
Name:
|
Michael A. Creel
|
|
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
LIMITED PARTNER:
ENTERPRISE PRODUCTS OPERATING LLC
By: Enterprise Products OLPGP, Inc., its sole member
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
8
Exhibit 4.1
EIGHTH SUPPLEMENTAL INDENTURE
among
TEPPCO PARTNERS, L.P.
as Issuer,
TE PRODUCTS PIPELINE COMPANY, LLC,
TCTM, L.P.,
TEPPCO MIDSTREAM COMPANIES, LLC
and
VAL VERDE GAS GATHERING COMPANY, L.P.
as Subsidiary Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION
7.625% SENIOR NOTES DUE 2012
6.125% SENIOR NOTES DUE 2013
5.90% SENIOR NOTES DUE 2013
6.65% SENIOR NOTES DUE 2018
7.55% SENIOR NOTES DUE 2038
THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 27, 2009 (this “
Eighth
Supplemental Indenture
”), among TEPPCO Partners, L.P., a Delaware limited partnership (the
“
Partnership
”), TE Products Pipeline Company, LLC, a Texas limited liability company
(“
TE Products
”), TCTM, L.P., a Delaware limited partnership (“
TCTM
”), TEPPCO
Midstream Companies, LLC, a Texas limited liability company (“
TEPPCO Midstream
”), Val Verde
Gas Gathering Company, L.P., a Delaware limited partnership (“
Val Verde
” and together with
TE Products, TCTM, and TEPPCO Midstream, the “
Subsidiary Guarantors
”), and U.S. Bank
National Association, successor, pursuant to Section 7.09 of the Original Indenture (as defined
below) to Wachovia Bank, National Association and First Union National Bank, as trustee (the
“
Trustee
”).
RECITALS OF THE PARTNERSHIP
WHEREAS, TE Products, TCTM, TEPPCO Midstream and Jonah Gas Gathering Company, a Wyoming
general partnership (“
Jonah
”), or their predecessors, and the Partnership have heretofore
executed and delivered to the Trustee an Indenture dated as of February 20, 2002 (the “
Base
Indenture
” and, as amended and supplemented prior to the date hereof, the “
Original
Indenture
”), providing for the issuance from time to time of one or more series of the
Partnership’s Debt Securities, and the Guarantee by each of the Subsidiary Guarantors (as defined
therein) of the Debt Securities; and
WHEREAS, pursuant to Section 9.02 of the Original Indenture, the Partnership and the
Subsidiary Guarantors, when authorized by resolutions of the Board of Directors, and the Trustee
may enter into a supplemental indenture to amend or supplement the Indenture with the consent of
the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental indenture; and
WHEREAS, the only series of Debt Securities that are Outstanding are the 7.625% Senior Notes
due 2012 (the “
2012 Notes
”), the 6.125% Senior Notes due 2013 (the “
6.125% 2013
Notes
”), the 5.90% Senior Notes due 2013 (the “
5.90% 2013 Notes
”), the 6.65% Senior
Notes due 2018 (the “
2018 Notes
”) and the 7.55% Senior Notes due 2038 (the “
2038
Notes
” and, together with the 2012 Notes, the 6.125% 2013 Notes, the 5.90% 2013 Notes and the
2018 Notes, the “
Notes
”); and
WHEREAS, Enterprise Products Operating LLC and Enterprise Products Partners L.P. (collectively
“
Enterprise
”), have offered to exchange all of the Outstanding Notes, upon the terms and
subject to the conditions set forth in the Enterprise Prospectus, dated October 7, 2009, and in the
related Letter of Transmittal and Consent (the “
Exchange Offers
”); and
WHEREAS, in connection with the Exchange Offers, Enterprise has been soliciting consents of
the Holders to the amendments to the Indenture set forth herein (and to the execution of this
Eighth Supplemental Indenture), and Enterprise has now obtained such consents from the Holders of
not less than a majority in aggregate principal amount of the Outstanding Notes of each series; and
WHEREAS, accordingly, this Eighth Supplemental Indenture and the amendments set forth herein
are authorized pursuant to Section 9.02 of the Original Indenture; and
WHEREAS, the execution and delivery of this Eighth Supplemental Indenture has been duly
authorized by the parties hereto, and all other acts necessary to make this Eighth Supplemental
Indenture a valid and binding supplement to the Original Indenture effectively amending the
Original Indenture as set forth herein have been duly taken;
NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all
Holders of the Notes, as follows:
ARTICLE 1.
RELATION TO INDENTURE; DEFINITIONS
Section 1.1.
Relation to Indenture
.
With respect to the Notes, this Eighth Supplemental Indenture constitutes an integral part of
the Indenture.
Section 1.2.
Definitions
.
The Original Indenture, as amended and supplemented by this Eighth Supplemental Indenture, is
referred to herein as the “
Indenture
.” For all purposes of this Eighth Supplemental
Indenture, except as otherwise expressly provided herein, capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Original Indenture.
Section 1.3.
General References
.
All references in this Eighth Supplemental Indenture to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of this Eighth Supplemental
Indenture; and the terms “herein”, “hereof”, “hereunder” and any other word of similar import
refers to this Eighth Supplemental Indenture.
ARTICLE 2.
AMENDMENTS TO INDENTURE
Section 2.1.
Amendments
.
With respect to all Outstanding Notes:
(a) Sections 4.06, 4.08, 4.09, 4.10, 4.12, 4.13, 4.14, 6.01(h), 9.01(a), 10.01 and
10.02 of the Original Indenture are hereby deleted and the Partnership is hereby released
from its obligations thereunder.
(b) Section 2.03(s) of the Original Indenture is hereby amended and restated in its
entirety to read as follows:
2
“(s) the applicability of, and any addition to or change in the covenants and
definitions currently set forth in this Indenture.”
(c) Section 4.05 of the Original Indenture is hereby amended and restated in its
entirety to read as follows:
“The Partnership shall comply with the provisions of TIA Section 314(a).”
(d) Section 7.01(b)(ii) of the Original Indenture is hereby amended and restated in its
entirety to read as follows:
“(ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture, but the Trustee shall examine the evidence furnished
to it pursuant to Section 4.05 to determine whether or not such evidence conforms to the
requirement of TIA Section 314(a).”
(e) The term “Successor Partnership” in Section 1.02 of the Original Indenture is
hereby deleted and the following definition for “Successor Partnership” is hereby added to
Section 1.01 of the Indenture:
“Successor Partnership” means the resulting, surviving or transferee Person if other
than the Partnership in the consolidation or amalgamation of the Partnership with or merger
of the Partnership with and into any Person, or sale, conveyance, transfer, lease or other
disposition of all or substantially all of the Partnership’s assets to any Person.”
(f) Any failure by the Partnership to comply with the terms of any of the Sections of
the Original Indenture deleted hereby (whether before or after the execution of this Eighth
Supplemental Indenture) shall no longer constitute a Default or an Event of Default under
the Indenture and shall no longer have any other consequence under the Indenture.
Section 2.2.
Deleted Defined Terms
.
In conjunction with the amendments identified in Section 2.1 above, the following defined
terms used in the Original Indenture are hereby deleted:
“Attributable Indebtedness”, “Capital Lease Obligation”, “Consolidated Net Tangible Assets”,
“Funded Debt”, “Permitted Liens”, “Principal Property” and “Sale-Leaseback Transaction”.
Section 2.3.
Effectiveness
.
This Eighth Supplemental Indenture shall be effective as of the date hereof.
3
ARTICLE 3.
MISCELLANEOUS
Section 3.1.
Certain Trustee Matters
.
The recitals contained herein shall be taken as the statements of the Partnership, and the
Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Eighth
Supplemental Indenture or the proper authorization or due execution thereof by the Partnership.
Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this Eighth Supplemental
Indenture.
Section 3.2.
Continued Effect
.
Except as expressly supplemented and amended by this Eighth Supplemental Indenture, the
Original Indenture shall continue in full force and effect in accordance with the provisions
thereof, and the Original Indenture (as supplemented and amended by this Eighth Supplemental
Indenture) is in all respects hereby ratified and confirmed. This Eighth Supplemental Indenture and
all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein
and therein provided.
Section 3.3.
Governing Law
.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS EIGHTH
SUPPLEMENTAL INDENTURE.
Section 3.4.
Counterparts
.
This Eighth Supplemental Indenture may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be
duly executed as of the day and year first written above.
|
|
|
|
|
|
|
|
TEPPCO PARTNERS, L.P.
|
|
|
|
By:
|
Texas Eastern Products Pipeline Company, LLC
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
TE PRODUCTS PIPELINE COMPANY, LLC
|
|
|
|
By:
|
TEPPCO GP, LLC (as successor to TEPPCO GP, Inc.)
|
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
TCTM, L.P.
|
|
|
|
By:
|
TEPPCO GP, LLC (as successor to TEPPCO GP, Inc.)
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
TEPPCO MIDSTREAM COMPANIES, LLC
|
|
|
|
By:
|
TEPPCO GP, LLC (as successor to TEPPCO GP, Inc.)
|
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
Eighth Supplemental Indenture (TEPPCO) — Signature Page (1 of 2)
|
|
|
|
|
|
|
|
VAL VERDE GAS GATHERING COMPANY, L.P.
|
|
|
|
By:
|
TEPPCO NGL Pipelines, LLC
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION
, as Trustee
|
|
|
|
By:
|
/s/ Steven A. Finklea
|
|
|
|
|
Name:
|
Steven A. Finklea
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
Eighth Supplemental Indenture (TEPPCO) — Signature Page (2 of 2)
Exhibit 4.2
TEPPCO PARTNERS, L.P.,
as Issuer
TE PRODUCTS PIPELINE COMPANY, LLC,
TCTM, L.P.,
TEPPCO MIDSTREAM COMPANIES, LLC
AND VAL VERDE GAS GATHERING COMPANY, L.P.,
as Subsidiary Guarantors
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of October 27, 2009
To
INDENTURE
7.000% FIXED/FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2067
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 27, 2009 (this “
Third Supplemental
Indenture
”), is among TEPPCO Partners, L.P., a Delaware limited partnership (the
“
Partnership
”), TE Products Pipeline Company, LLC, a Texas limited liability company
(“
TE Products
”), TCTM, L.P., a Delaware limited partnership (“
TCTM
”), TEPPCO
Midstream Companies, LLC, a Texas limited liability company (“
TEPPCO Midstream
”), Val Verde
Gas Gathering Company, L.P., a Delaware limited partnership (“
Val Verde
” and together with
TE Products, TCTM and TEPPCO Midstream, the “
Subsidiary Guarantors
”), and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “
Trustee
”).
RECITALS OF THE PARTNERSHIP
WHEREAS, the Partnership, the Subsidiary Guarantors, or their predecessors, and the Trustee
are parties to that certain Indenture, dated as of May 14, 2007 (the “
Base Indenture
”), the
First Supplemental Indenture thereto, dated as of May 18, 2007 and the Second Supplemental
Indenture thereto dated as of June 30, 2007 (such Base Indenture, as amended and supplemented by
such First Supplemental Indenture and Second Supplemental Indenture, being referred to herein as
the “
Original Indenture
”); and
WHEREAS, pursuant to Section 9.02 of the Original Indenture, the Partnership and the
Subsidiary Guarantors, when authorized by resolutions of the Board of Directors, and the Trustee
may enter into a supplemental indenture to amend or supplement the Indenture with the consent of
the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental indenture; and
WHEREAS, the only series of Debt Securities that is Outstanding is the 7.000% Fixed/Floating
Rate Junior Subordinated Notes due 2067 (the “
Notes
”); and
WHEREAS, Enterprise Products Operating LLC and Enterprise Products Partners L.P. (collectively
“
Enterprise
”) have offered to exchange all of the Outstanding Notes, upon the terms and
subject to the conditions set forth in the Enterprise Prospectus, dated October 7, 2009, and in the
related Letter of Transmittal and Consent (the “
Exchange Offer
”); and
WHEREAS, in connection with the Exchange Offer, Enterprise has been soliciting consents of the
Holders to the amendments to the Original Indenture set forth herein (and to the execution of this
Third Supplemental Indenture), and Enterprise has now obtained such consents from the Holders of
not less than a majority in aggregate principal amount of the Outstanding Notes; and
WHEREAS, accordingly, this Third Supplemental Indenture and the amendments set forth herein
are authorized pursuant to Section 9.02 of the Original Indenture; and
WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly
authorized by the parties hereto, and all other acts necessary to make this Third Supplemental
Indenture a valid and binding supplement to the Original Indenture effectively amending the
Original Indenture as set forth herein have been duly taken;
NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
ARTICLE 1.
RELATION TO INDENTURE; DEFINITIONS
Section 1.1.
Relation to Indenture
.
With respect to the Notes, this Third Supplemental Indenture constitutes an integral part of
the Indenture.
Section 1.2.
Definitions
.
The Original Indenture, as amended and supplemented hereby, is referred to herein as the
“
Indenture
.” For all purposes of this Third Supplemental Indenture, except as otherwise
expressly provided herein, capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed thereto in the Original Indenture.
Section 1.3.
General References
.
All references in this Third Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture;
and the terms “herein”, “hereof”, “hereunder” and any other word of similar import refers to this
Third Supplemental Indenture.
ARTICLE 2.
AMENDMENTS TO INDENTURE
Section 2.1.
Amendments
.
With respect to all Outstanding Notes:
(a) Sections 4.06, 4.08, 4.09, 4.10, 4.12, 9.01(a), 10.01 and 10.02 of the Base
Indenture are hereby deleted and the Partnership is hereby released from its obligations
thereunder.
(b) Section 2.03(s) of the Base Indenture is hereby amended and restated in its
entirety to read as follows:
“(s) the applicability of, and any addition to or change in the covenants and
definitions currently set forth in this Indenture.”
(c) Section 4.05 of the Base Indenture is hereby amended and restated in its entirety
to read as follows:
“The Partnership shall comply with the provisions of TIA Section 314(a).”
2
(d) The term “Successor Partnership” in Section 1.02 of the Base Indenture is hereby
deleted and the following definition for “Successor Partnership” is hereby added to Section
1.01 of the Base Indenture:
““Successor Partnership” means the resulting, surviving or transferee Person if other
than the Partnership in the consolidation of the Partnership with or merger of the
Partnership with and into any Person, or sale, conveyance, transfer, lease or other
disposition of all or substantially all of the Partnership’s assets to any Person.”
(e) Section 5.1 of the First Supplemental Indenture, dated as of May 18, 2007, to the
Base Indenture is hereby deleted and the Partnership is hereby released from its obligations
thereunder.
(f) Any failure by the Partnership to comply with the terms of any of the Sections of
the Original Indenture deleted hereby (whether before or after the execution of this Third
Supplemental Indenture) shall no longer constitute a Default or an Event of Default under
the Indenture and shall no longer have any other consequence under the Indenture.
Section 2.2.
Effectiveness
.
This Third Supplemental Indenture shall be effective as of the date hereof.
ARTICLE 3.
MISCELLANEOUS
Section 3.1.
Certain Trustee Matters
.
The recitals contained herein shall be taken as the statements of the Partnership, and the
Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Third
Supplemental Indenture or the proper authorization or due execution thereof by the Partnership.
Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental
Indenture.
Section 3.2.
Continued Effect
.
Except as expressly supplemented and amended by this Third Supplemental Indenture, the
Original Indenture shall continue in full force and effect in accordance with the provisions
thereof, and the Original Indenture (as supplemented and amended by this Third Supplemental
Indenture) is in all respects hereby ratified and confirmed. This Third Supplemental Indenture and
all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein
and therein provided.
3
Section 3.3.
Governing Law
.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL
INDENTURE.
Section 3.4.
Counterparts
.
This Third Supplemental Indenture may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same instrument.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year first written above.
|
|
|
|
|
|
|
|
TEPPCO PARTNERS, L.P.
|
|
|
|
By:
|
Texas Eastern Products Pipeline Company, LLC
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
TE PRODUCTS PIPELINE COMPANY, LLC
|
|
|
|
By:
|
TEPPCO GP, LLC (as successor to TEPPCO GP, Inc.)
|
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
TCTM, L.P.
|
|
|
|
By:
|
TEPPCO GP, LLC (as successor to TEPPCO GP, Inc.)
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
TEPPCO MIDSTREAM COMPANIES, LLC
|
|
|
|
By:
|
TEPPCO GP, LLC (as successor to TEPPCO GP, Inc.)
|
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
Third Supplemental Indenture (TEPPCO) — Signature Page (1 of 2)
|
|
|
|
|
|
|
|
VAL VERDE GAS GATHERING COMPANY, L.P.
|
|
|
|
By:
|
TEPPCO NGL Pipelines, LLC
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
Name:
|
W. Randall Fowler
|
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
, as Trustee
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kash Asghar
|
|
|
|
|
Name:
|
Kash Asghar
|
|
|
|
|
Title:
|
Senior Associate
|
|
|
|
Third Supplemental Indenture (TEPPCO) — Signature Page (2 of 2)
