exv4w1






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




as Trustee

 






October 27, 2009

 






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:



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     “(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.



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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]




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     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)