exv4w2






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




Dated as of May 14, 2007

 






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)