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): January 30, 2007
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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1-14323
(Commission
File Number)
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76-0568219
(I.R.S. Employer
Identification No.) |
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1100 Louisiana, 10th Floor, Houston, Texas
(Address of Principal Executive Offices)
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77002
(Zip Code) |
(713) 381-6500
(Registrant’s Telephone Number, including Area Code)
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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.
Administrative Services Agreement. On January 30, 2007, Enterprise Products Partners L.P.
(“Enterprise”), EPCO, Inc. (“EPCO”), EPOLP, Enterprise Products GP, LLC (the “General Partner”),
Enterprise Products OLPGP, Inc. (“EPD OLPGP”), Enterprise GP Holdings L.P. (“EPE”), EPE Holdings,
LLC (“EPE Holdings”), DEP Holdings, the Partnership, DEP Operating Partnership, L.P. (“DEP
Operating Partnership” and together with DEP Holdings and the Partnership, the “DEP Partnership
Entities”), TEPPCO Partners, L.P. (“TEPPCO”), Texas Eastern Products Pipeline Company, LLC (“TPP
GP”), TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream Companies, L.P., TCTM,
L.P. and TEPPCO GP, Inc. (such latter six parties being referred to herein as the “TEPPCO Parties”)
executed and delivered the Fourth Amended and Restated Administrative Services Agreement, dated
January 30, 2007, but effective as of February 5, 2007 (the “Amended Agreement”).
Prior to the amendment of the Amended Agreement, the Third Amended and Restated Administrative
Services Agreement provided for EPCO to provide administrative, management and operating services
to the Partnership Entities (defined in the Amended Agreement as Enterprise, the General Partner,
OLP, OLPGP, EPE, EPE Holdings, the DEP Partnership Entities, the TEPPCO Parties and any affiliate
controlled by any of them), and for the Partnership Entities to reimburse EPCO for all of its costs
and expenses that are directly or indirectly related to the business or activities of the
Partnership Entities. The Amended Agreement provides that EPCO will continue to provide such
services to the Partnership Entities in exchange for such cost and expense reimbursement, and that
EPCO shall also provide such services to the new parties to the Amended Agreement under the same
arrangement. The Amended Agreement effectuated the following changes to the Third Amended and
Restated Administrative Services Agreement:
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(i) |
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DEP Partnership Entities were added as parties thereto; |
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(ii) |
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revisions were made to Section 5.4, Business Opportunities; |
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(iii) |
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revisions were made to Exhibit B describing conflicts, policies and procedures; and |
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(iv) |
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various other changes to reflect the new parties and procedures. |
A number of other changes were made in the Amended Agreement (all of which in the aggregate
are immaterial) for the purpose of updating certain information and definitions and providing
consistency with the above described changes. A copy of the Amended Agreement is filed as Exhibit
10.18 to the Form 8-K of Duncan Energy Partners L.P. filed on February 5, 2007 and is incorporated
herein by reference into this Item 1.01.
Omnibus Agreement. On February 5, 2007, the Partnership, DEP Holdings, OLPGP, DEP Operating Partnership and
EPOLP entered into an omnibus agreement (the “Omnibus Agreement”). The Omnibus Agreement governs
the obligations of EPOLP to indemnify the Partnership against (i) certain environmental and related
liabilities (up to but not exceeding $15.0 million) arising during the three years following the
closing date of the initial public offering, (ii) certain defects in the easement rights or fee
ownership interests in and to the lands on which any assets contributed to the Partnership are
located and failure to obtain certain consents and permits necessary to conduct the Partnership’s
business that arise within three years after the closing date, and (iii) certain income tax
liabilities attributable to the operation of the assets contributed to the Partnership prior to
the time they were contributed. In addition, EPOLP has agreed to reimburse the Partnership for
certain expenditures related to South Texas NGL Pipelines, LLC (“South Texas NGL”) and Mont Belvieu
Caverns, LLC (“Mont Belvieu Caverns”). The Omnibus Agreement also grants to EPOLP a right of first
refusal on the equity interests in the Partnership’s current and future subsidiaries and a right of
first refusal on the material assets of these entities, other than sales of inventory and other
assets in the ordinary course of business and a preemptive right with respect to equity securities
issued by certain of the Partnership’s subsidiaries, other than as consideration in an acquisition
or in connection with a loan or debt financing. A copy of
the Omnibus Agreement is filed as Exhibit 10.19 to the Form 8-K of Duncan Energy Partners L.P.
filed on February 5, 2007 and is incorporated herein by reference into this Item 1.01.
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Other Agreements. The description of the Contribution Agreement under Item 2.01 is
incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets
Contribution
Agreement. On February 5, 2007, the Partnership, DEP Holdings, OLPGP, DEP
Operating Partnership, and EPOLP entered into a Contribution, Conveyance and Assumption Agreement
(the “Contribution Agreement”) effective as of February 5, 2007. The Contribution Agreement
provided for, among other things, the contribution of 66% of the equity interests in Mont Belvieu
Caverns, Acadian Gas, LLC (“Acadian Gas”), Sabine Propylene Pipeline L.P. (“Sabine Propylene”),
Enterprise Lou-Tex Propylene Pipeline L.P. (“Enterprise Lou-Tex”) and South Texas NGL. These
contributions were made in a series of steps outlined in the Contribution Agreement.
A copy of the Contribution Agreement is filed as Exhibit 10.1 to the Form 8-K of Duncan Energy
Partners L.P. filed on February 5, 2007 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Exhibit |
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10.1
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Fourth Amended and Restated Administrative Services
Agreement by and among EPCO, Inc., Enterprise Products
Partners L.P., Enterprise Products Operating L.P.,
Enterprise Products GP, LLC and Enterprise Products OLPGP,
Inc., Enterprise GP Holdings L.P., Duncan Energy Partners
L.P., DEP Holdings, LLC and DEP Operating Partnership,
L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas
Eastern Products Pipeline Company, LLC, TE Products
Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated
January 30, 2007, but effective as of February 5, 2007
(incorporated by reference to Exhibit 10.18 to Form 8-K of
Duncan Energy Partners L.P. filed on February 5, 2007). |
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10.2
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Omnibus Agreement, dated February 5, 2007, by and among
Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., DEP OLPGP, LLC and Enterprise
Products Operating L.P. (incorporated by reference to
Exhibit 10.19 to Form 8-K of Duncan Energy Partners L.P.
filed on February 5, 2007). |
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10.3
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Contribution, Conveyance and Assumption Agreement, by and
between Enterprise Products Operating L.P., Duncan Energy
Partners L.P., DEP Holdings, LLC, DEP OLPGP, LLC, DEP
Operating Partnership, dated February 5, 2007 (incorporated
by reference to Exhibit 10.1 to Form 8-K of Duncan Energy
Partners L.P. filed on February 5, 2007). |
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