IN SECTION
5.2(C) AND IS EQUAL TO THE GROSS ASSET VALUE OF THE PARTNERSHIP ASSETS
IMMEDIATELY BEFORE THE EFFECTIVE DATE AND ADMISSION OF ENTERPRISE AS A PARTNER
IN THE PARTNERSHIP.
THE MANAGEMENT COMMITTEE SHALL APPROVE THE ALLOCATION OF
INCREASE IN THE GROSS ASSET VALUE OF THE ASSETS OF THE PARTNERSHIP AND FUTURE
DEPRECIATION ON SAME, ON A BASIS CONSISTENT WITH GAAP AND APPLICABLE REGULATIONS
AND THE CODE.
20.
"DEPRECIATION" MEANS, FOR EACH FISCAL YEAR OR OTHER PERIOD, AN
AMOUNT EQUAL TO THE DEPRECIATION, AMORTIZATION, OR OTHER COST RECOVERY DEDUCTION
ALLOWABLE WITH RESPECT TO AN ASSET FOR SUCH YEAR OR OTHER PERIOD, EXCEPT THAT IF
THE GROSS ASSET VALUE OF AN ASSET DIFFERS FROM ITS ADJUSTED BASIS FOR FEDERAL
INCOME TAX PURPOSES, AS DESCRIBED IN REGULATIONS SECTION 1.704-1(B)(2)(IV)(G),
AT THE BEGINNING OF SUCH YEAR OR OTHER PERIOD, DEPRECIATION SHALL BE AN AMOUNT
WHICH BEARS THE SAME RATIO TO SUCH BEGINNING GROSS ASSET VALUE AS THE FEDERAL
INCOME TAX DEPRECIATION, AMORTIZATION, OR OTHER COST RECOVERY DEDUCTION FOR SUCH
YEAR OR OTHER PERIOD BEARS TO SUCH BEGINNING ADJUSTED TAX BASIS; PROVIDED,
HOWEVER, THAT IF THE FEDERAL INCOME TAX DEPRECIATION, AMORTIZATION, OR OTHER
COST RECOVERY DEDUCTION FOR SUCH YEAR IS ZERO, DEPRECIATION SHALL BE DETERMINED
WITH REFERENCE TO SUCH BEGINNING GROSS ASSET VALUE USING ANY REASONABLE METHOD
SELECTED BY THE PARTNERS.
4
21.
"DISPOSITION," "DISPOSING," "DISPOSE" OR "DISPOSED" MEANS, WITH
RESPECT TO ANY ASSET (INCLUDING PARTNERSHIP INTERESTS OR ANY PORTION THEREOF), A
SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, GIFT, EXCHANGE OR OTHER DISPOSITION OF
SUCH ASSET.
22.
"ENCANA AGREEMENT" MEANS THAT CERTAIN GAS GATHERING AGREEMENT
DATED AS OF FEBRUARY 1, 2006, BETWEEN ENCANA OIL & GAS (USA) INC. AND THE
PARTNERSHIP.
23.
"ENCANA EXPANSION" MEANS SUCH EXPANSION OF THE JONAH GAS GATHERING
SYSTEM WHICH IS NOT THE JONAH EXPANSION BUT WHICH IS REQUESTED BY ENCANA
PURSUANT TO SECTION 6 OF THE ENCANA AGREEMENT AND WHICH THE PARTNERSHIP IS
REQUIRED TO COMPLETE PURSUANT THERETO.
24.
"ENTERPRISE PARENT ENTITY" MEANS ENTERPRISE PRODUCTS OPERATING
L.P., ENTERPRISE PRODUCTS PARTNERS L.P. AND ANY CONTROLLING PERSON OR GROUP OF
CONTROLLING PERSONS OF EITHER OF SUCH PERSONS.
25.
"ENTITY" MEANS ANY PERSON OTHER THAN A NATURAL PERSON.
26.
"EXCESS EXPANSION COSTS" MEANS THE AMOUNT BY WHICH THE QUALIFIED
COSTS EXCEED THE CONTEMPLATED TOTAL EXPANSION CAPITAL.
27.
"FISCAL YEAR" MEANS THE FISCAL YEAR OF THE PARTNERSHIP AS
ESTABLISHED IN SECTION 7.2 HEREOF.
28.
"GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED.
29.
"GOVERNMENTAL AUTHORITY" MEANS ANY FOREIGN GOVERNMENTAL AUTHORITY,
THE UNITED STATES OF AMERICA, ANY STATE OF THE UNITED STATES, ANY LOCAL
AUTHORITY AND ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING, ANY
MULTI-NATIONAL ORGANIZATION OR BODY, ANY AGENCY, DEPARTMENT, COMMISSION, BOARD,
BUREAU, COURT OR OTHER AUTHORITY THEREOF, OR ANY QUASI-GOVERNMENTAL OR PRIVATE
BODY EXERCISING, OR PURPORTING TO EXERCISE, ANY EXECUTIVE, LEGISLATIVE,
JUDICIAL, ADMINISTRATIVE, POLICE, REGULATORY OR TAXING AUTHORITY OR POWER OF ANY
NATURE.
30.
"GROSS ASSET VALUE" MEANS, WITH RESPECT TO ANY ASSET, THE ASSET'S
ADJUSTED BASIS FOR FEDERAL INCOME TAX PURPOSES, EXCEPT AS FOLLOWS:
(i)
The initial Gross Asset Value of