##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 1-32610
 ENTERPRISE GP HOLDINGS L.P.
  Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    13-4297064
(I.R.S. Employer Identification No.)
 2727 North Loop West, Houston, Texas
    
    77008-1044(Address of Principal Executive Offices)
    
    (Zip Code)
 (713) 426-4500
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  o þ




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##### 



ENTERPRISE GP HOLDINGS L.P.
INDEX TO FINANCIAL STATEMENTS
 Page No.PART I. FINANCIAL INFORMATION.Item 1.
    
    Financial Statements.Unaudited Condensed Consolidated Balance Sheets
    
    
    2Unaudited Condensed Statements of Consolidated Operations
and Comprehensive Income
    
    
    3Unaudited Condensed Statements of Consolidated Cash Flows
    
    
    4Unaudited Condensed Statements of Consolidated Partners Equity
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements:1.
    
    Partnership Organization and Basis of Financial Statement Presentation
    
    
    62.
    
    General Accounting Policies and Related Matters
    
    
    93.
    
    Accounting for Equity Awards
    
    
    114.
    
    Financial Instruments
    
    
    145.
    
    Inventories
    
    
    156.
    
    Property, Plant and Equipment
    
    
    167.
    
    Investments in and Advances to Unconsolidated Affiliates
    
    
    178.
    
    Business Combinations and Other Acquisitions
    
    
    189.
    
    Intangible Assets and Goodwill
    
    
    1910.
    
    Debt Obligations
    
    
    2011.
    
    Partners Equity
    
    
    2212.
    
    Business Segments
    
    
    2313.
    
    Related Party Transactions
    
    
    2714.
    
    Earnings per Unit
    
    
    2915.
    
    Commitments and Contingencies
    
    
    3016.
    
    Significant Risks and Uncertainties  Hurricanes
    
    
    3217.
    
    Supplemental Cash Flow Information
    
    
    3218.
    
    Condensed Financial Information of Operating Partnership
    
    
    33Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations.
    
    
    35Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
    
    
    54Item 4.
    
    Controls and Procedures.
    
    
    56PART II. OTHER INFORMATION.Item 1.
    
    Legal Proceedings.
    
    
    57Item 1A.
    
    Risk Factors.
    
    
    57Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    57Item 3.
    
    Defaults upon Senior Securities.
    
    
    57Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    57Item 5.
    
    Other Information.
    
    
    57Item 6.
    
    Exhibits.
    
    
    57Signatures
    
    
    
    
    
    
    
    
    64Certification of Michael A. Creel Pursuant to Section 302Certification of W. Randall Fowler Pursuant to Section 302Certification of Michael A. Creel Pursuant to Section 1350Certification of W. Randall Fowler Pursuant to Section 1350
  1




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PART I. FINANCIAL INFORMATION.
 
 Item 1.
    
    Financial Statements.
 ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 March 31,
    
    December 31,2006
    
    2005ASSETSCurrent assetsCash and cash equivalents
    
    $
    36,941
    
    
    $
    42,650Restricted cash
    
    
    5,907
    
    
    
    14,952Accounts and notes receivable  trade, net of allowance for doubtful accounts
of $20,585 at March 31, 2006 and $25,849 at December 31, 2005
    
    
    1,088,121
    
    
    
    1,448,026Accounts receivable  related parties
    
    
    6,943
    
    
    
    3,077Inventories
    
    
    255,415
    
    
    
    339,606Prepaid and other current assets
    
    
    108,141
    
    
    
    120,308Total current assets
    
    
    1,501,468
    
    
    
    1,968,619Property, plant and equipment, net
    
    
    8,825,047
    
    
    
    8,689,024Investments in and advances to unconsolidated affiliates
    
    
    463,532
    
    
    
    471,921Intangible assets, net of accumulated amortization of $184,309 at
March 31, 2006 and $163,121 at December 31, 2005
    
    
    930,069
    
    
    
    913,626Goodwill
    
    
    494,033
    
    
    
    494,033Deferred tax asset
    
    
    4,821
    
    
    
    3,606Other assets
    
    
    97,645
    
    
    
    47,359Total assets
    
    $
    12,316,615
    
    
    $
    12,588,188LIABILITIES AND PARTNERS EQUITYCurrent liabilitiesAccounts payable  trade
    
    $
    200,122
    
    
    $
    266,771Accounts payable  related parties
    
    
    4,469
    
    
    
    24,310Accrued gas payables
    
    
    1,197,878
    
    
    
    1,372,837Accrued expenses
    
    
    27,727
    
    
    
    30,294Accrued interest
    
    
    71,757
    
    
    
    71,286Other current liabilities
    
    
    133,529
    
    
    
    127,473Total current liabilities
    
    
    1,635,482
    
    
    
    1,892,971Long-term debt
    
    
    4,540,315
    
    
    
    4,968,280Other long-term liabilities
    
    
    113,201
    
    
    
    84,594Minority interest
    
    
    5,315,638
    
    
    
    4,927,037Commitments and contingenciesPartners equityLimited partner units (88,884,116 units outstanding)
    
    
    693,686
    
    
    
    696,223General partner
    
    
    11
    
    
    
    11Accumulated other comprehensive income
    
    
    18,282
    
    
    
    19,072Total partners equity
    
    
    711,979
    
    
    
    715,306Total liabilities and partners equity
    
    $
    12,316,615
    
    
    $
    12,588,188
  2




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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
 AND COMPREHENSIVE INCOME
 (Dollars in thousands, except per unit amounts)
 For the Three MonthsEnded March 31,2006
    
    2005REVENUESThird parties
    
    $
    3,159,999
    
    
    $
    2,497,329Related parties
    
    
    90,075
    
    
    
    58,193Total
    
    
    3,250,074
    
    
    
    2,555,522COST AND EXPENSESOperating costs and expensesThird parties
    
    
    2,945,220
    
    
    
    2,318,073Related parties
    
    
    101,643
    
    
    
    65,571Total operating costs and expenses
    
    
    3,046,863
    
    
    
    2,383,644General and administrative costsThird parties
    
    
    3,363
    
    
    
    5,478Related parties
    
    
    11,198
    
    
    
    9,675Total general and administrative costs
    
    
    14,561
    
    
    
    15,153Total costs and expenses
    
    
    3,061,424
    
    
    
    2,398,797EQUITY IN INCOME OF UNCONSOLIDATED AFFILIATES
    
    
    4,029
    
    
    
    8,279OPERATING INCOME
    
    
    192,679
    
    
    
    165,004OTHER INCOME (EXPENSE)Interest expense
    
    
    (60,143
    )
    
    
    (53,413
    )Interest expense  related parties
    
    
    
    
    
    
    (5,639
    )Other, net
    
    
    1,983
    
    
    
    924Other expense
    
    
    (58,160
    )
    
    
    (58,128
    )INCOME BEFORE PROVISION FOR INCOME TAXES, MINORITY
INTEREST AND CHANGE IN ACCOUNTING PRINCIPLE
    
    
    134,519
    
    
    
    106,876Provision for income taxes
    
    
    (2,892
    )
    
    
    (1,769
    )INCOME BEFORE MINORITY INTEREST AND
CHANGE IN ACCOUNTING PRINCIPLE
    
    
    131,627
    
    
    
    105,107Minority interest
    
    
    (109,368
    )
    
    
    (95,572
    )INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE
    
    
    22,259
    
    
    
    9,535Cumulative effect of change in accounting principle (see Note 3)
    
    
    96NET INCOME
    
    $
    22,355
    
    
    $
    9,535Amortization of cash flow financing hedges
    
    
    (1,041
    )
    
    
    (995
    )Change in fair value of commodity hedges
    
    
    251
    
    
    
    (1,434
    )COMPREHENSIVE INCOME
    
    $
    21,565
    
    
    $
    7,106ALLOCATION OF NET INCOME TO:Limited partners interest in net income
    
    $
    22,353
    
    
    $
    9,534General partner interest in net income
    
    $
    2
    
    
    $
    1EARNING PER UNIT:(see Note 14)Basic income per unit
    
    $
    0.25
    
    
    $
    0.13Diluted income per unit
    
    $
    0.25
    
    
    $
    0.13
  3




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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
 (Dollars in thousands)
 For the Three MonthsEnded March 31,2006
    
    2005OPERATING ACTIVITIESNet income
    
    $
    22,355
    
    
    $
    9,535Adjustments to reconcile net income to cash flows provided from operating activities:Depreciation, amortization and accretion in operating costs and expenses
    
    
    104,816
    
    
    
    99,965Depreciation and amortization in general and administrative costs
    
    
    1,556
    
    
    
    1,922Amortization in interest expense
    
    
    328
    
    
    
    (477
    )Equity in income of unconsolidated affiliates
    
    
    (4,029
    )
    
    
    (8,279
    )Distributions received from unconsolidated affiliates
    
    
    8,253
    
    
    
    21,838Cumulative effect of change in accounting principle
    
    
    (96
    )Operating lease expense paid by EPCO, Inc.
    
    
    528
    
    
    
    528Minority interest
    
    
    109,368
    
    
    
    95,572Gain on sale of assets
    
    
    (61
    )
    
    
    (5,436
    )Deferred income tax expense
    
    
    1,487
    
    
    
    1,802Changes in fair market value of financial instruments
    
    
    (53
    )
    
    
    102Net effect of changes in operating accounts (see Note 17)
    
    
    247,875
    
    
    
    (58,831
    )Net cash provided from operating activities
    
    
    492,327
    
    
    
    158,241INVESTING ACTIVITIESCapital expenditures
    
    
    (278,698
    )
    
    
    (175,230
    )Contributions in aid of construction costs
    
    
    12,180
    
    
    
    8,942Proceeds from sale of assets
    
    
    75
    
    
    
    42,158Decrease in restricted cash
    
    
    9,045
    
    
    
    15,799Cash used for business combinations and asset purchases
    
    
    (38,100
    )
    
    
    (150,478
    )Acquisition of intangible asset
    
    
    
    
    
    
    (1,750
    )Advances to Jonah affiliate (see Note 13)
    
    
    (53,549
    )Investments in unconsolidated affiliates
    
    
    (7,979
    )
    
    
    (80,569
    )Advances to unconsolidated affiliates
    
    
    8,381
    
    
    
    (8,065
    )Cash used in investing activities
    
    
    (348,645
    )
    
    
    (349,193
    )FINANCING ACTIVITIESBorrowings under debt agreements
    
    
    531,000
    
    
    
    1,382,175Repayments of debt
    
    
    (931,500
    )
    
    
    (1,502,002
    )Debt issuance costs
    
    
    (934
    )
    
    
    (4,425
    )Distributions paid to partners
    
    
    (24,890
    )Distributions paid to minority interests
    
    
    (166,549
    )
    
    
    (149,377
    )Contributions from minority interests
    
    
    443,482
    
    
    
    497,349Cash provided by (used in) financing activities
    
    
    (149,391
    )
    
    
    223,720NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (5,709
    )
    
    
    32,768CASH AND CASH EQUIVALENTS, JANUARY 1
    
    
    42,650
    
    
    
    25,006CASH AND CASH EQUIVALENTS, MARCH 31
    
    $
    36,941
    
    
    $
    57,774
  4




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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED PARTNERS EQUITY
(Dollars in thousands)
 AccumulatedOtherLimited
    
    General
    
    ComprehensivePartners
    
    Partner
    
    Income
    
    TotalBalance, December 31, 2005
    
    $
    696,223
    
    
    $
    11
    
    
    $
    19,072
    
    
    $
    715,306Net income
    
    
    22,353
    
    
    
    2
    
    
    
    
    
    
    
    22,355Distributions to partners
    
    
    (24,888
    )
    
    
    (2
    )
    
    
    
    
    
    
    (24,890
    )Operating leases paid by EPCO, Inc.
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    28Amortization of equity-related awards
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    20Change in fair value of financial instruments
    
    
    
    
    
    
    
    
    
    
    251
    
    
    
    251Interest rate hedging financial instruments recorded
as cash flow hedges:- Amortization of gain as component of interest
expense
    
    
    
    
    
    
    
    
    
    
    (1,041
    )
    
    
    (1,041
    )Change in accounting method for equity awards
    
    
    (50
    )
    
    
    
    
    
    
    
    
    
    
    (50
    )Balance, March 31, 2006
    
    $
    693,686
    
    
    $
    11
    
    
    $
    18,282
    
    
    $
    711,979
  5




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 1. Partnership Organization and Basis of Financial Statement Presentation
 Partnership organization and formation
    Significant Relationships referenced in Notes to Consolidated Financial Statements
 we us our Enterprise GP
Holdings L.P.
 the parent company
 EPE Holdings
 Enterprise Products Partners
 Enterprise Products GP
 EPCO
 TEPPCO TEPPCO GP
 6




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Basis of presentation of consolidated financial statements
       Parent company financial information
   7




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March 31,
    
    December 31,2006
    
    2005ASSETSCurrent assets
    
    $
    2,311
    
    
    $
    608Investments in and advances to unconsolidated
affiliates(1)
    
    
    840,070
    
    
    
    834,837Other assets
    
    
    545Total assets
    
    $
    842,926
    
    
    $
    835,445LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    5,229
    
    
    $
    4,704Long Term debt(2)
    
    
    144,000
    
    
    
    134,500Partners equity
    
    
    693,697
    
    
    
    696,241Total liabilities and partners equity
    
    $
    842,926
    
    
    $
    835,445
 
 (1)
    
    Represents the parent companys equity-method investments in Enterprise Products GP and Enterprise
Products Partners. These parent company investments are eliminated in the process of consolidating the
financial statements of the parent company with those of Enterprise Products GP and Enterprise Products
Partners.(2)
    
    Represents borrowings outstanding under the parent companys credit facility. For additional
information regarding the parent companys debt obligation, see Note 10.  Equity in income of unconsolidated affiliates(1)
    
    $
    25,108General and administrative costs
    
    
    (718
    )Operating income
    
    
    24,390Other income (expense)Interest expense (2)
    
    
    (2,066
    )Interest income
    
    
    13Income before cumulative effect of change in accounting principle
    
    
    22,337Cumulative effect of change in accounting principle
    
    
    18Net income
    
    $
    22,355
 
 (1)
    
    Represents the parent companys earnings from its equity-method investments in Enterprise Products GP
and Enterprise Products Partners.(2)
    
    Represents interest expense associated with the parent companys credit facility. 8




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##### Table of Contents



Operating activitiesNet income
    
    $
    22,355Adjustments to reconcile net income to cash flows
provided by operating activities:Cumulative effect of change in accounting principle
    
    
    (18
    )Equity in income of unconsolidated affiliates
    
    
    (25,108
    )Distributions from unconsolidated affiliates (1)
    
    
    28,482Amortization of debt issue costs
    
    
    78Amortization of equity related awards
    
    
    7Net effect of changes in operating accounts
    
    
    579Cash provided by operating activities
    
    
    26,375Investing activitiesInvestments in unconsolidated affiliates (2)
    
    
    (8,616
    )Cash used in investing activities
    
    
    (8,616
    )Financing activitiesNet borrowings under debt agreements(2)
    
    
    9,500Debt issuance costs
    
    
    (934
    )Distributions paid to partners (3)
    
    
    (24,890
    )Cash used in financing activities
    
    
    (16,324
    )Net change in cash and cash equivalents
    
    
    1,435Cash and cash equivalents, at formation
    
    
    509Cash and cash equivalents, end of period
    
    $
    1,944
 
 (1)
    
    Represents distributions received by the parent company from its equity-method investments in Enterprise
Products GP and Enterprise Products Partners.(2)
    
    In March 2006, the parent company borrowed under its credit facility to fund an $8.6 million capital
contribution to Enterprise Products Partners in order to maintain its 2% general partner interest in Enterprise
Products Partners.(3)
    
    Represents the distributions paid to partners in February 2006 with respect to the fourth quarter of 2005. 
 2. General Accounting Policies and Related Matters
 Use of estimates
  New accounting pronouncements
 Emerging Issues Task Force (EITF) 04-13, Accounting for Purchases and Sale of Inventory
With the Same Counterparty.
 9




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##### Table of Contents



Change in accounting principle
 Share-Based Payment,
 Accounting for employee benefit plans
  Defined contribution plan.
 Pension and postretirement benefit plans.
 Minority Interest
  March 31,
    
    December 31,2006
    
    2005Limited partners of Enterprise Products Partners:Third-party owners of Enterprise Products Partners
    
    $
    4,798,742
    
    
    $
    4,403,490Related party owners of Enterprise Products Partners
    
    
    401,700
    
    
    
    420,378Joint venture partners
    
    
    115,196
    
    
    
    103,169Total minority interest on consolidated balance sheet
    
    $
    5,315,638
    
    
    $
    4,927,037
   10




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005Third-party owners of Enterprise Products GP
    
    
    
    
    
    $
    (92
    )Limited Partners of Enterprise Products Partners
    
    $
    107,170
    
    
    
    93,719Joint venture partners
    
    
    2,198
    
    
    
    1,945Total
    
    $
    109,368
    
    
    $
    95,572
  For the Three MonthsEnded March 31,2006
    
    2005Distributions paid to minority interests:Limited partners of Enterprise Products Partners
    
    $
    165,054
    
    
    $
    148,047Joint venture partners
    
    
    1,495
    
    
    
    1,330Total
    
    $
    166,549
    
    
    $
    149,377Contributions from minority interests:Limited partners of Enterprise Products Partners
    
    $
    432,110
    
    
    $
    491,022Joint venture partners
    
    
    11,372
    
    
    
    6,327Total
    
    $
    443,482
    
    
    $
    497,349
  
 3. Accounting for Equity Awards
 . Accounting for Stock Issued to Employees.
   11




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Accounting for Stock-Based Compensation
 Reported net income
    
    $
    9,535Additional unit option-based compensation
expense estimated using fair
value-based method
    
    
    (9
    )Pro forma net income
    
    $
    9,526Basic and diluted earnings per unit:As reported and pro forma
    
    $
    0.13
 Unit options
     Weighted-averageWeighted-
    
    remaining
    
    AggregateNumber of
    
    average strike
    
    contractual
    
    IntrinsicUnits
    
    price
    
    term (in years)
    
    Value(1)Outstanding at December 31, 2005
    
    
    2,082,000
    
    
    $
    22.16Exercised
    
    
    (29,000
    )
    
    $
    12.88Outstanding at March 31, 2006
    
    
    2,053,000
    
    
    $
    22.29
    
    
    
    7.56
    
    
    $
    3,655Exercisable at March 31, 2006
    
    
    698,000
    
    
    $
    19.45
    
    
    
    5.34
    
    
    $
    3,655
 
 (1)
    
    Aggregate intrinsic value reflects fully vested unit options of Enterprise Products Partners at March 31, 2006.  12




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Nonvested units
    Weighted-Number of
    
    average grantUnits
    
    date fair valueNonvested at December 31, 2005
    
    
    751,604
    
    
    $
    24.49Granted
    
    
    17,500
    
    
    $
    24.95Vested
    
    
    (2,434
    )
    
    $
    25.90Forfeited
    
    
    (26,021
    )
    
    $
    23.90Nonvested at March 31, 2006
    
    
    740,649
    
    
    $
    24.52
  Employee Partnership
   13




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##### Table of Contents



Parent companys long-term incentive plan
  
 4. Financial Instruments
  Interest Rate Risk Hedging Program
   Number
    
    Period Covered
    
    Termination
    
    Fixed to
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Variable Rate(1)
    
    AmountSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    
    1
    
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50% to 8.15%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    
    2
    
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.375% to 6.69%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    
    6
    
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.6% to 5.27%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    
    2
    
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 4.99%
    
    $200 million
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.  14




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##### Table of Contents



Commodity Risk Hedging Program
   
 5. Inventories
  March 31,
    
    December 31,2006
    
    2005Working inventory
    
    $
    237,783
    
    
    $
    279,237Forward-sales inventory
    
    
    17,632
    
    
    
    60,369Inventory
    
    $
    255,415
    
    
    $
    339,606
    15




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##### Table of Contents



6. Property, Plant and Equipment
  EstimatedUseful Life
    
    March 31,
    
    December 31,in Years
    
    2006
    
    2005Plants and pipelines (1)
    
    
    5-35
    (5)
    
    $
    8,361,372
    
    
    $
    8,209,580Underground and other storage facilities (2)
    
    
    5-35
    (6)
    
    
    563,174
    
    
    
    549,923Platforms and facilities (3)
    
    
    23-31
    
    
    
    161,807
    
    
    
    161,807Transportation equipment (4)
    
    
    3-10
    
    
    
    21,197
    
    
    
    24,939Land
    
    
    
    
    
    
    38,550
    
    
    
    38,757Construction in progress
    
    
    
    
    
    
    912,940
    
    
    
    854,595Total
    
    
    
    
    
    
    10,059,040
    
    
    
    9,839,601Less accumulated depreciation
    
    
    
    
    
    
    1,233,993
    
    
    
    1,150,577Property, plant and equipment, net
    
    
    
    
    
    $
    8,825,047
    
    
    $
    8,689,024
 
 (1)
    
    Plants and pipelines includes processing plants; NGL, petrochemical, oil and natural gas pipelines; terminal loading and unloading facilities; office furniture
and equipment; buildings; laboratory and shop equipment; and related assets.(2)
    
    Underground and other storage facilities includes underground product storage caverns; storage tanks; water wells; and related assets.(3)
    
    Platforms and facilities includes offshore platforms and related facilities and other associated assets.(4)
    
    Transportation equipment includes vehicles and similar assets used in our operations.(5)
    
    In general, the estimated useful lives of major components of this category are: processing plants, 20-35 years; pipelines, 18-35 years (with some equipment at
5 years); terminal facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings 20-35 years; and laboratory and shop equipment, 5-35 years.(6)
    
    In general, the estimated useful lives of major components of this category are: underground storage facilities, 20-35 years (with some components at 5 years);
storage tanks, 10-35 years; and water wells, 25-35 years (with some components at 5 years).  16




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##### Table of Contents



7. Investments in and Advances to Unconsolidated Affiliates
  Ownership
    
    Investments in and advances toPercentage at
    
    Unconsolidated Affiliates atMarch 31,
    
    March 31,
    
    December 312006
    
    2006
    
    2005NGL Pipelines & Services:Venice Energy Services Company, LLC (VESCO)
    
    
    13.1
    %
    
    $
    36,195
    
    
    $
    39,689K/D/S Promix LLC (Promix)
    
    
    50
    %
    
    
    57,816
    
    
    
    65,103Baton Rouge Fractionators LLC (BRF)
    
    
    32.3
    %
    
    
    25,696
    
    
    
    25,584Onshore Natural Gas Pipelines & Services:Evangeline (1)
    
    
    49.5
    %
    
    
    3,679
    
    
    
    3,151Coyote Gas Treating, LLC (Coyote)
    
    
    50
    %
    
    
    1,191
    
    
    
    1,493Offshore Pipelines & Services:Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36
    %
    
    
    62,537
    
    
    
    62,918Cameron Highway Oil Pipeline Company (Cameron Highway)
    
    
    50
    %
    
    
    62,081
    
    
    
    58,207Deepwater Gateway, L.L.C. (Deepwater Gateway)
    
    
    50
    %
    
    
    114,840
    
    
    
    115,477Neptune Pipeline Company, L.L.C. (Neptune)
    
    
    25.67
    %
    
    
    67,549
    
    
    
    68,085Nemo Gathering Company, LLC (Nemo)
    
    
    33.92
    %
    
    
    12,465
    
    
    
    12,157Petrochemical Services:Baton Rouge Propylene Concentrator, LLC (BRPC)
    
    
    30
    %
    
    
    14,588
    
    
    
    15,212La Porte (2)
    
    
    50
    %
    
    
    4,895
    
    
    
    4,845Total
    
    
    
    
    
    $
    463,532
    
    
    $
    471,921
 
 (1)
    
    Refers to our ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively.(2)
    
    Refers to our ownership interests in La Porte Pipeline Company, L.P. and La Porte GP, LLC, collectively.   For the Three MonthsEnded March 31,2006
    
    2005NGL Pipelines & Services
    
    $
    1,518
    
    
    $
    4,448Onshore Natural Gas Pipelines & Services
    
    
    602
    
    
    
    580Offshore Pipelines & Services
    
    
    1,934
    
    
    
    2,975Petrochemical Services
    
    
    (25
    )
    
    
    276Total
    
    $
    4,029
    
    
    $
    8,279
 17




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##### Table of Contents



Summarized financial information of unconsolidated affiliates
  Summarized Income Statement Information for the Three Months EndedMarch 31, 2006
    
    March 31, 2005Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income (Loss)
    
    Income (Loss)
    
    Revenues
    
    Income
    
    IncomeNGL Pipelines & Services (1)
    
    $
    20,286
    
    
    $
    (22,125
    )
    
    $
    (21,678
    )
    
    $
    69,964
    
    
    $
    13,773
    
    
    $
    14,039Onshore Natural Gas Pipelines & Services
    
    
    82,342
    
    
    
    2,342
    
    
    
    1,192
    
    
    
    53,354
    
    
    
    2,147
    
    
    
    1,072Offshore Pipelines & Services
    
    
    31,696
    
    
    
    10,930
    
    
    
    3,680
    
    
    
    30,364
    
    
    
    14,910
    
    
    
    8,903Petrochemical Services
    
    
    3,868
    
    
    
    186
    
    
    
    210
    
    
    
    4,095
    
    
    
    1,129
    
    
    
    1,141
 
 (1)
    
    The decrease in earnings generated by the unconsolidated affiliates within our NGL Pipelines & Services segment is primarily attributable to losses incurred by
VESCO due to the effects of Hurricane Katrina. 
 8. Business Combinations and Other Acquisitions
   Property, plant and equipment, net
    
    $
    469Intangible assets
    
    
    37,631Total assets acquired
    
    $
    38,100Total consideration given
    
    $
    38,100
  18




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##### Table of Contents



9. Intangible Assets and Goodwill
 Identifiable Intangible assets
  At March 31, 2006
    
    At December 31, 2005Gross
    
    Accum.
    
    Carrying
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    Value
    
    Amort.
    
    ValueNGL Pipelines & Services (1)
    
    $
    392,894
    
    
    $
    (85,882
    )
    
    $
    307,012
    
    
    $
    (79,485
    )
    
    $
    275,778Onshore Natural Gas Pipelines & Services
    
    
    457,798
    
    
    
    (52,413
    )
    
    
    405,385
    
    
    
    (43,955
    )
    
    
    413,843Offshore Pipelines & Services
    
    
    207,012
    
    
    
    (38,314
    )
    
    
    168,698
    
    
    
    (32,480
    )
    
    
    174,532Petrochemical Services
    
    
    56,674
    
    
    
    (7,700
    )
    
    
    48,974
    
    
    
    (7,201
    )
    
    
    49,473Total
    
    $
    1,114,378
    
    
    $
    (184,309
    )
    
    $
    930,069
    
    
    $
    (163,121
    )
    
    $
    913,626
 
 (1)
    
    During the three months ended March 31, 2006, we recorded an additional $37.6 million of intangible assets due to our acquisition of the
Pioneer natural gas processing plant and associated natural gas processing rights. The value we assigned to these processing rights will be amortized to
earnings using methods that closely resemble the pattern in which the economic benefits of the underlying natural gas resource bases from which the
customers produce are estimated to be consumed or otherwise used. Our estimate of the useful life of each resource base is based on a number of factors,
including third-party reserve estimates, the economic viability of production and exploration activities and other industry factors.  For the Three MonthsEnded March 31,2006
    
    
    2005NGL Pipelines & Services
    
    $
    6,361
    
    
    $
    6,427Onshore Natural Gas Pipelines & Services
    
    
    8,458
    
    
    
    8,973Offshore Pipelines & Services
    
    
    5,834
    
    
    
    6,722Petrochemical Services
    
    
    499
    
    
    
    489Total
    
    $
    21,152
    
    
    $
    22,611
  Goodwill
  NGL Pipelines & Services
    
    $
    54,960Onshore Natural Gas Pipelines & Services
    
    
    282,997Offshore Pipelines & Services
    
    
    82,386Petrochemical Services
    
    
    73,690Totals
    
    $
    494,033
 19




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##### Table of Contents



10. Debt Obligations
  March 31,
    
    December 31,2006
    
    2005Parent Company debt obligations:$200 Million Credit Facility, variable rate, due January 2009 (1)
    
    $
    144,000
    
    
    $
    134,500Operating Partnership debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2010
    
    
    80,000
    
    
    
    490,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Dixie Revolving Credit Facility, variable rate, due June 2007
    
    
    17,000
    
    
    
    17,000Debt obligations assumed from GulfTerra
    
    
    5,067
    
    
    
    5,067Total principal amount
    
    
    4,600,067
    
    
    
    5,000,567Other, including unamortized discounts and premiums and changes in fair value (2)
    
    
    (59,752
    )
    
    
    (32,287
    )Long-term debt
    
    $
    4,540,315
    
    
    $
    4,968,280Standby letters of credit outstanding
    
    $
    47,888
    
    
    $
    33,129
 
 (1)
    
    The parent company amended and restated its $525 Million Credit Facility in January 2006 resulting in a new $200 Million Credit Facility.(2)
    
    The March 31, 2006 amount includes $45.8 million related to fair value hedges and $13.9 million in net unamortized discounts. The December 31, 2005 amount includes $18.2
million related to fair value hedges and $14.1 million in net unamortized discounts. Parent company debt obligation
 $200 Million Credit Facility
   20




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##### Table of Contents



Enterprise Products Partners-Subsidiary guarantor relationships
  Operating Partnership debt obligations
   Covenants
  Information regarding variable interest rates paid
  Range of
    
    Weighted-averageinterest rates
    
    interest ratepaid
    
    paidParent Companys $200 Million Credit Facility
    
    5.44% to 7.50%
    
    
    5.59
    %Enterprise Products Partners Multi-Year Revolving Credit Facility
    
    4.87% to 7.50%
    
    
    5.08
    %Dixie Revolving Credit Facility
    
    4.67% to 5.07%
    
    
    4.84
    %
 Consolidated debt maturity table
  2007
    
    $
    517,0002009
    
    
    644,0002010
    
    
    639,067Thereafter
    
    
    2,800,000Total scheduled principal payments
    
    $
    4,600,067
 21




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##### Table of Contents



Joint venture debt obligations
  Our
    
    
    
    
    
    Scheduled Maturities of DebtOwnership
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AfterInterest
    
    Total
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2010Cameron Highway
    
    
    50.0
    %
    
    $
    415,000
    
    
    
    
    
    
    
    
    
    
    $
    25,000
    
    
    $
    25,000
    
    
    $
    50,000
    
    
    $
    315,000Poseidon
    
    
    36.0
    %
    
    
    95,000
    
    
    
    
    
    
    
    
    
    
    
    95,000Evangeline
    
    
    49.5
    %
    
    
    30,650
    
    
    $
    5,000
    
    
    $
    5,000
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    10,650Total
    
    
    
    
    
    $
    540,650
    
    
    $
    5,000
    
    
    $
    5,000
    
    
    $
    125,000
    
    
    $
    30,000
    
    
    $
    60,650
    
    
    $
    315,000
  Amendment of Cameron Highway debt
  
 11. Partners Equity
  Capital Accounts
  Distributions
  22




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##### Table of Contents



Accumulated other comprehensive income
  Interest Rate Fin. Instrs.
    
    AccumulatedForward-
    
    OtherCommodity
    
    
    
    
    
    Starting
    
    ComprehensiveFinancial
    
    Treasury
    
    Interest
    
    IncomeInstruments
    
    Locks
    
    Rate Swaps
    
    BalanceBalance, December 31, 2005
    
    
    
    
    
    $
    4,127
    
    
    $
    14,945
    
    
    $
    19,072Change in fair value of commodity financial instruments
    
    $
    251
    
    
    
    
    
    
    
    
    
    
    
    251Reclassification of gain on settlement of interest
rate financial instruments
    
    
    
    
    
    
    (116
    )
    
    
    (925
    )
    
    
    (1,041
    )Balance, March 31, 2006
    
    $
    251
    
    
    $
    4,011
    
    
    $
    14,020
    
    
    $
    18,282
  
 12. Business Segments
      23




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24




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005Revenues (1)
    
    $
    3,250,074
    
    
    $
    2,555,522Less:
    
    Operating costs and expenses (1)
    
    
    (3,046,863
    )
    
    
    (2,383,644
    )Add:
    
    Equity in income of unconsolidated affiliates (1)
    
    
    4,029
    
    
    
    8,279Depreciation, amortization and accretion in operating costs and expenses (2)
    
    
    104,816
    
    
    
    99,965Operating lease expense paid by EPCO (2)
    
    
    528
    
    
    
    528Gain on sale of assets in operating costs and expenses (2)
    
    
    (61
    )
    
    
    (5,436
    )Total segment gross operating margin
    
    $
    312,523
    
    
    $
    275,214
 
 (1)
    
    These amounts are taken from our Unaudited Condensed Statements of Consolidated Operations and Comprehensive Income.(2)
    
    These non-cash expenses are taken from the operating activities section of our Unaudited Condensed Statements of Consolidated Cash Flows.  For the Three MonthsEnded March 31,2006
    
    
    2005Total segment gross operating margin
    
    $
    312,523
    
    
    $
    275,214Adjustments to reconcile total segment gross operating margin
to operating income:Depreciation, amortization and accretion in operating costs and expenses
    
    
    (104,816
    )
    
    
    (99,965
    )Operating lease expense paid by EPCO
    
    
    (528
    )
    
    
    (528
    )Gain on sale of assets in operating costs and expenses
    
    
    61
    
    
    
    5,436General and administrative costs
    
    
    (14,561
    )
    
    
    (15,153
    )Consolidated operating income
    
    
    192,679
    
    
    
    165,004Other expense
    
    
    (58,160
    )
    
    
    (58,128
    )Income before provision for income taxes, minority interest
and cumulative effect of change in accounting principle
    
    $
    134,519
    
    
    $
    106,876
 25




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##### Table of Contents



Operating SegmentsNGL
    
    Onshore
    
    Offshore
    
    
    
    
    
    AdjustmentsPipelines
    
    Pipelines
    
    Pipelines
    
    Petrochemical
    
    and
    
    Consolidated& Services
    
    & Services
    
    & Services
    
    Services
    
    Eliminations
    
    TotalsRevenues from third parties:Three months ended March 31, 2006
    
    $
    2,338,696
    
    
    $
    413,001
    
    
    $
    22,352
    
    
    $
    385,950
    
    
    
    
    
    
    $
    3,159,999Three months ended March 31, 2005
    
    
    1,857,454
    
    
    
    246,934
    
    
    
    29,548
    
    
    
    363,393
    
    
    
    
    
    
    
    2,497,329Revenues from related parties:Three months ended March 31, 2006
    
    
    6,948
    
    
    
    82,955
    
    
    
    172
    
    
    
    
    
    
    
    
    
    
    
    90,075Three months ended March 31, 2005
    
    
    1,762
    
    
    
    56,215
    
    
    
    186
    
    
    
    30
    
    
    
    
    
    
    
    58,193Intersegment and intrasegment revenues:Three months ended March 31, 2006
    
    
    896,245
    
    
    
    28,141
    
    
    
    313
    
    
    
    82,817
    
    
    $
    (1,007,516
    )
    
    
    Three months ended March 31, 2005
    
    
    729,677
    
    
    
    10,017
    
    
    
    196
    
    
    
    54,750
    
    
    
    (794,640
    )
    
    
    Total revenues:Three months ended March 31, 2006
    
    
    3,241,889
    
    
    
    524,097
    
    
    
    22,837
    
    
    
    468,767
    
    
    
    (1,007,516
    )
    
    
    3,250,074Three months ended March 31, 2005
    
    
    2,588,893
    
    
    
    313,166
    
    
    
    29,930
    
    
    
    418,173
    
    
    
    (794,640
    )
    
    
    2,555,522Equity in income in unconsolidated affiliates:Three months ended March 31, 2006
    
    
    1,518
    
    
    
    602
    
    
    
    1,934
    
    
    
    (25
    )
    
    
    
    
    
    
    4,029Three months ended March 31, 2005
    
    
    4,448
    
    
    
    580
    
    
    
    2,975
    
    
    
    276
    
    
    
    
    
    
    
    8,279Gross operating margin by individual
business segment and in total:Three months ended March 31, 2006
    
    
    170,950
    
    
    
    96,803
    
    
    
    17,252
    
    
    
    27,518
    
    
    
    
    
    
    
    312,523Three months ended March 31, 2005
    
    
    153,304
    
    
    
    79,358
    
    
    
    23,224
    
    
    
    19,328
    
    
    
    
    
    
    
    275,214Segment assets:At March 31, 2006
    
    
    3,091,345
    
    
    
    3,575,775
    
    
    
    740,252
    
    
    
    504,735
    
    
    
    912,940
    
    
    
    8,825,047At December 31, 2005
    
    
    3,075,048
    
    
    
    3,622,318
    
    
    
    632,222
    
    
    
    504,841
    
    
    
    854,595
    
    
    
    8,689,024Investments in and advances
to unconsolidated affiliates (see Note 7):At March 31, 2006
    
    
    119,707
    
    
    
    4,870
    
    
    
    319,472
    
    
    
    19,483
    
    
    
    
    
    
    
    463,532At December 31, 2005
    
    
    130,376
    
    
    
    4,644
    
    
    
    316,844
    
    
    
    20,057
    
    
    
    
    
    
    
    471,921Intangible Assets (see Note 9):At March 31, 2006
    
    
    307,012
    
    
    
    405,385
    
    
    
    168,698
    
    
    
    48,974
    
    
    
    
    
    
    
    930,069At December 31, 2005
    
    
    275,778
    
    
    
    413,843
    
    
    
    174,532
    
    
    
    49,473
    
    
    
    
    
    
    
    913,626Goodwill (see Note 9):At March 31, 2006
    
    
    54,960
    
    
    
    282,997
    
    
    
    82,386
    
    
    
    73,690
    
    
    
    
    
    
    
    494,033At December 31, 2005
    
    
    54,960
    
    
    
    282,997
    
    
    
    82,386
    
    
    
    73,690
    
    
    
    
    
    
    
    494,033
  26




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##### Table of Contents



13. Related Party Transactions
  For the Three MonthsEnded March 31,2006
    
    2005Revenues from consolidated operationsEPCO and affiliates
    
    $
    5,632
    
    
    $
    284Unconsolidated affiliates
    
    
    84,443
    
    
    
    57,909Total
    
    $
    90,075
    
    
    $
    58,193Operating costs and expensesEPCO and affiliates
    
    $
    94,957
    
    
    $
    59,003Unconsolidated affiliates
    
    
    6,686
    
    
    
    6,568Total
    
    $
    101,643
    
    
    $
    65,571General and administrative expensesEPCO and affiliates
    
    $
    11,198
    
    
    $
    9,675Interest ExpenseEPCO and affiliates
    
    
    
    
    
    $
    5,639
 General
 §
    
    EPCO and its private company subsidiaries;
 §
    
    EPE Holdings, the general partner of the parent company;
 §
    
    the Employee Partnership; and
 §
    
    TEPPCO and its general partner (TEPPCO GP), which are controlled by affiliates of EPCO.
      27




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##### Table of Contents



Relationship with TEPPCO
   Administrative Services Agreement
 28




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##### Table of Contents



Relationships with unconsolidated affiliates
  
 14. Earnings per Unit
   For the Three MonthsEnded March 31,2006
    
    2005Net income
    
    $
    22,355
    
    
    $
    9,535Multiplied by general partner ownership interest
    
    
    0.01
    %
    
    
    0.01
    %General partner interest in net income
    
    $
    2
    
    
    $
    1
 29




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005Income before change in accounting principle
and general partner interest
    
    $
    22,259
    
    
    $
    9,535Cumulative effect of change in accounting principle
    
    
    96Net income
    
    
    22,355
    
    
    
    9,535General partner interest in net income
    
    
    (2
    )
    
    
    (1
    )Net income available to limited partners
    
    $
    22,353
    
    
    $
    9,534BASIC EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    22,259
    
    
    $
    9,535Cumulative effect of change in accounting principle
    
    
    96General partner interest in net income
    
    
    (2
    )
    
    
    (1
    )Limited partners interest in net income
    
    $
    22,353
    
    
    $
    9,534DenominatorUnits
    
    
    88,884
    
    
    
    74,667Basic earnings per unitIncome before change in accounting principle
and general partner interest
    
    $
    0.25
    
    
    $
    0.13Cumulative effect of change in accounting principle
    
    
    *General partner interest in net income
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.25
    
    
    $
    0.13DILUTED EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    22,259
    
    
    $
    9,535Cumulative effect of change in accounting principle
    
    
    96General partner interest in net income
    
    
    (2
    )
    
    
    (1
    )Limited partners interest in net income
    
    $
    22,353
    
    
    $
    9,534DenominatorUnits
    
    
    88,884
    
    
    
    74,667Diluted earnings per unitIncome before change in accounting principle
and general partner interest
    
    $
    0.25
    
    
    $
    0.13Cumulative effect of change in accounting principle
    
    
    *General partner interest in net income
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.25
    
    
    $
    0.13*
        Amount is negligible
 
 15. Commitments and Contingencies
 Litigation
  30




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##### Table of Contents



Operating leases
   Performance guaranty
   31




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##### Table of Contents



Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others
 
 16. Significant Risks and Uncertainties  Hurricanes
  Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
  
 17. Supplemental Cash Flow Information
  32




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005Decrease (increase) in:Accounts and notes receivable
    
    $
    356,566
    
    
    $
    150,829Inventories
    
    
    84,191
    
    
    
    (120,178
    )Prepaid and other current assets
    
    
    12,526
    
    
    
    (16,574
    )Other assets
    
    
    7,866
    
    
    
    10,226Increase (decrease) in:Accounts payable
    
    
    (86,489
    )
    
    
    (172,437
    )Accrued gas payable
    
    
    (174,960
    )
    
    
    116,962Accrued expenses
    
    
    44,029
    
    
    
    (19,438
    )Accrued interest
    
    
    471
    
    
    
    (3,556
    )Other current liabilities
    
    
    2,589
    
    
    
    1,192Other long-term liabilities
    
    
    1,086
    
    
    
    (5,857
    )Net effect of changes in operating accounts
    
    $
    247,875
    
    
    $
    (58,831
    )
  
 18. Condensed Financial Information of Operating Partnership
    33




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##### Table of Contents



March 31,
    
    December 31,2006
    
    2005ASSETSCurrent assets
    
    $
    1,501,713
    
    
    $
    1,960,015Property, plant and equipment, net
    
    
    8,825,047
    
    
    
    8,689,024Investments in and advances to unconsolidated affiliates, net
    
    
    463,532
    
    
    
    471,921Intangible assets, net
    
    
    930,069
    
    
    
    913,626Goodwill
    
    
    494,033
    
    
    
    494,033Deferred tax asset
    
    
    4,821
    
    
    
    3,606Other assets
    
    
    92,281
    
    
    
    39,014Total
    
    $
    12,311,496
    
    
    $
    12,571,239LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    1,648,242
    
    
    $
    1,894,227Long-term debt
    
    
    4,396,315
    
    
    
    4,833,781Other long-term liabilities
    
    
    113,093
    
    
    
    84,486Minority interest
    
    
    118,187
    
    
    
    106,159Partners equity
    
    
    6,035,659
    
    
    
    5,652,586Total
    
    $
    12,311,496
    
    
    $
    12,571,239Total Operating Partnership debt obligations guaranteed by
Enterprise Products Partners
    
    $
    4,434,000
    
    
    $
    4,844,000
  For the Three MonthsEnded March 31,2006
    
    2005Revenues
    
    $
    3,250,074
    
    
    $
    2,555,522Costs and expenses
    
    
    3,058,646
    
    
    
    2,397,646Equity in income of unconsolidated affiliates
    
    
    4,029
    
    
    
    8,279Operating income
    
    
    195,457
    
    
    
    166,155Other income (expense)
    
    
    (56,512
    )
    
    
    (52,475
    )Income before provision for income taxes, minority
interest and change in accounting principle
    
    
    138,945
    
    
    
    113,680Provision for income taxes
    
    
    (2,892
    )
    
    
    (1,769
    )Income before minority interest and change in
accounting principle
    
    
    136,053
    
    
    
    111,911Minority interest
    
    
    (2,199
    )
    
    
    (1,941
    )Income before change in accounting principle
    
    
    133,854
    
    
    
    109,970Cumulative effect of change in accounting principle
    
    
    1,475Net income
    
    $
    135,329
    
    
    $
    109,970
 34




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 For the three months ended March 31, 2006 and 2005
  Significant Relationships referenced in this Managements Discussion and
 Analysis of Financial Condition and Results of Operations
 we us our Enterprise GP
Holdings L.P.
 the parent company
 EPE Holdings
 Enterprise Products Partners
 Enterprise Products GP
 EPCO
 TEPPCO TEPPCO GP
 General
   Cautionary Statement
Regarding Forward-Looking Information
 35




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##### Table of Contents



/d
BBtus
Bcf
MBPD
Mdth
MMBbls
MMBtus
MMcf
Mcf
TBtu
    
    =
=
=
=
=
=
=
=
=
=
    
    per day
billion British thermal units
billion cubic feet
thousand barrels per day
thousand dekatherms
million barrels
million British thermal units
million cubic feet
thousand cubic feet
trillion British thermal units
  BASIS OF PRESENTATION
   RECENT DEVELOPMENTS
  §
    
    In January 2006, the parent company amended and restated its $525 Million Credit
Facility to reflect a new borrowing capacity of $200 million, which includes a
sublimit of $25 million for letters of credit. For additional information regarding
the amended and restated credit agreement of the parent company, please read Note 10
of the Notes to Unaudited Condensed Consolidated Financial Statements included under
Item 1 of this quarterly report.§
    
    In March 2006, Enterprise Products Partners sold 18,400,000 common units (including
an over-allotment amount of 2,400,000 common units), which generated net proceeds of
approximately $430 million. Net proceeds includes a cash contribution of $8.6
million by Enterprise Products GP to maintain its 2% general partner interest in
Enterprise Products Partners. Enterprise Products GP acquired the funds necessary to
make this contribution from the parent company, which, in turn, acquired the funds
through borrowings under its new $200 million credit facility.§
    
    In March 2006, we announced plans to expand our petrochemical assets located in
southeast Texas at a cost of $205 million. In addition, we purchased the Pioneer
natural gas processing plant and certain natural gas processing rights from TEPPCO for
$38.1 million in March 2006.
 36




---



##### Table of Contents



§
    
    In April 2006, we announced plans to expand our Houston Ship Channel NGL import and
export facility and related pipeline and other assets to accommodate expected
increases in volumes. This expansion project is expected to cost $40 million and be
completed in the second quarter of 2007. For additional information regarding our
growth capital spending, please read Capital Spending included within this Item 2.
 CAPITAL SPENDING
      37




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005Capital spending for business combinations and asset purchases:Pioneer natural gas processing plant and associated processing rights
purchased from TEPPCO
    
    $
    38,100Indirect interests in the Indian Springs natural gas gathering and
processing assets
    
    
    
    
    
    $
    74,855Additional ownership interests in Dixie Pipeline Company (Dixie)
    
    
    
    
    
    
    68,049Other business combinations
    
    
    
    
    
    
    7,574Total
    
    
    38,100
    
    
    
    150,478Capital spending for property, plant and equipment:Growth capital projects
    
    
    236,508
    
    
    
    150,738Sustaining capital projects
    
    
    30,010
    
    
    
    15,550Total
    
    
    266,518
    
    
    
    166,288Capital spending attributable to unconsolidated affiliates:Investments in and advances to unconsolidated affiliates
    
    
    402
    
    
    
    88,634Total capital spending
    
    $
    305,020
    
    
    $
    405,400
   Significant Recently Announced Growth Capital Projects
  Piceance Basin Gas Processing Project .
 Wyoming Gas Processing Projects .
 38




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##### Table of Contents



Jonah Expansion .
   Expansion of Mont Belvieu Petrochemical Assets.
 Expansion of Houston Ship Channel Import and Export Facility
 Pipeline Integrity Costs
   39




---



##### Table of Contents



RESULTS OF OPERATIONS
 Parent Companys Results of Operations
  Equity in income of unconsolidated affiliates
    
    $
    25,108Interest expense
    
    
    2,066Net income
    
    
    22,355
  Equity Income
 Interest expense
 Our Consolidated Results of Operations
     40




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##### Table of Contents



Selected Price and Volumetric Data
  Polymer
    
    RefineryNatural
    
    
    
    
    
    
    
    
    
    
    
    
    
    Normal
    
    
    
    
    
    Natural
    
    Grade
    
    GradeGas,
    
    Crude Oil,
    
    Ethane,
    
    Propane,
    
    Butane,
    
    Isobutane,
    
    Gasoline,
    
    Propylene,
    
    Propylene,$/MMBtu
    
    $/barrel
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/pound
    
    $/pound(1)
    
    (2)
    
    (1)
    
    (1)
    
    (1)
    
    (1)
    
    (1)
    
    (1)
    
    (1)20051st Quarter
    
    $
    6.27
    
    
    $
    49.68
    
    
    $
    0.52
    
    
    $
    0.79
    
    
    $
    0.98
    
    
    $
    1.00
    
    
    $
    1.14
    
    
    $
    0.45
    
    
    $
    0.392nd Quarter
    
    $
    6.74
    
    
    $
    53.09
    
    
    $
    0.52
    
    
    $
    0.82
    
    
    $
    0.98
    
    
    $
    1.01
    
    
    $
    1.16
    
    
    $
    0.37
    
    
    $
    0.303rd Quarter
    
    $
    8.53
    
    
    $
    63.08
    
    
    $
    0.69
    
    
    $
    0.97
    
    
    $
    1.14
    
    
    $
    1.26
    
    
    $
    1.36
    
    
    $
    0.37
    
    
    $
    0.334th Quarter
    
    $
    13.00
    
    
    $
    60.03
    
    
    $
    0.76
    
    
    $
    1.06
    
    
    $
    1.27
    
    
    $
    1.34
    
    
    $
    1.36
    
    
    $
    0.50
    
    
    $
    0.44Average for Year
    
    $
    8.64
    
    
    $
    56.47
    
    
    $
    0.62
    
    
    $
    0.91
    
    
    $
    1.09
    
    
    $
    1.15
    
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    0.3720061st Quarter
    
    $
    9.01
    
    
    $
    63.35
    
    
    $
    0.57
    
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    1.27
    
    
    $
    1.38
    
    
    $
    0.45
    
    
    $
    0.40
 
 (1)
    
    Natural gas, NGL, polymer grade propylene and refinery grade propylene prices represent an average of various commercial index prices including Oil Price
Information Service (OPIS) and Chemical Market Associates, Inc. (CMAI). The natural gas price is representative of Henry-Hub I-FERC. NGL prices are
representative of Mont Belvieu Non-TET pricing. Refinery grade propylene represents an average of CMAI spot prices. Polymer-grade propylene represents average
CMAI contract pricing.(2)
    
    Crude oil price is representative of an index price for West Texas Intermediate. 41




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005NGL Pipelines & Services, net:NGL transportation volumes (MBPD)
    
    
    1,421
    
    
    
    1,410NGL fractionation volumes (MBPD)
    
    
    255
    
    
    
    338Equity NGL production (MBPD) (1)
    
    
    58
    
    
    
    85Fee-based natural gas processing (MMcf/d)
    
    
    1,807
    
    
    
    2,018Onshore Natural Gas Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    6,052
    
    
    
    5,746Offshore Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    1,476
    
    
    
    1,851Crude oil transportation volumes (MBPD)
    
    
    113
    
    
    
    126Platform gas processing (Mcf/d)
    
    
    157
    
    
    
    316Platform oil processing (MBPD)
    
    
    7
    
    
    
    8Petrochemical Services, net:Butane isomerization volumes (MBPD)
    
    
    84
    
    
    
    66Propylene fractionation volumes (MBPD)
    
    
    52
    
    
    
    54Octane additive production volumes (MBPD)
    
    
    4Petrochemical transportation volumes (MBPD)
    
    
    63
    
    
    
    74Total, net:NGL, crude oil and petrochemical transportation volumes (MBPD)
    
    
    1,597
    
    
    
    1,610Natural gas transportation volumes (BBtus/d)
    
    
    7,528
    
    
    
    7,597Equivalent transportation volumes (MBPD) (2)
    
    
    3,578
    
    
    
    3,609
 
 (1)
    
    Volumes for the first quarter of 2005 have been revised to incorporate refined asset-level definitions of equity NGL production volumes.(2)
    
    Reflects equivalent energy volumes where 3.8 MMBtus of natural gas are equivalent to one barrel of NGLs. Comparison of Results of our Consolidated Operations
  For the Three MonthsEnded March 31,2006
    
    2005Revenues
    
    $
    3,250,074
    
    
    $
    2,555,522Operating costs and expenses
    
    
    3,046,863
    
    
    
    2,383,644General and administrative costs
    
    
    14,561
    
    
    
    15,153Equity in income of unconsolidated affiliates
    
    
    4,029
    
    
    
    8,279Operating income
    
    
    192,679
    
    
    
    165,004Interest expense
    
    
    60,143
    
    
    
    59,052Minority interest expense
    
    
    109,368
    
    
    
    95,572Net income
    
    
    22,355
    
    
    
    9,535
  42




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##### Table of Contents



For the Three MonthsEnded March 31,2006
    
    2005Gross operating margin by segment:NGL Pipelines & Services
    
    $
    170,950
    
    
    $
    153,304Onshore Natural Gas Pipelines & Services
    
    
    96,803
    
    
    
    79,358Offshore Pipelines & Services
    
    
    17,252
    
    
    
    23,224Petrochemical Services
    
    
    27,518
    
    
    
    19,328Total segment gross operating margin
    
    $
    312,523
    
    
    $
    275,214
 Other Items
 Comparison of Three Months Ended March 31, 2006 with
 Three Months Ended March 31, 2005
      43




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##### Table of Contents



Results of Operations  Significant Risks and Uncertainties  Hurricanes
  NGL Pipelines & Services
   Onshore Natural Gas Pipelines & Services .
 Offshore Pipelines & Services .
 44




---



##### Table of Contents



Petrochemical Services.
 Significant Risks and Uncertainties  Hurricanes
  Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
  45




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Parent Company Liquidity and Capital Resources
     Our Consolidated Liquidity and Capital Resources
    Capital Spending
 46




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##### Table of Contents



Credit Ratings
  Registration Statements and Equity Offerings
  Debt Obligations
  March 31,
    
    
    December 31,2006
    
    
    2005Parent Company debt obligations:$200 Million Credit Facility, variable rate, due January 2009 (1)
    
    $
    144,000
    
    
    $
    134,500Operating Partnership debt obligations: (2)Multi-Year Revolving Credit Facility, variable rate, due October 2010 (3)
    
    
    80,000
    
    
    
    490,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Dixie Revolving Credit Facility, variable rate, due June 2007
    
    
    17,000
    
    
    
    17,000Debt obligations assumed from GulfTerra
    
    
    5,067
    
    
    
    5,067Total principal amount
    
    
    4,600,067
    
    
    
    5,000,567Other, including unamortized discounts and premiums and changes in fair value (4)
    
    
    (59,752
    )
    
    
    (32,287
    )Long-term debt
    
    $
    4,540,315
    
    
    $
    4,968,280Standby letters of credit outstanding
    
    $
    47,888
    
    
    $
    33,129
 
 (1)
    
    The parent company amended and restated its $525 Million Credit Facility in January 2006 resulting in a new $200 Million Credit Facility.(2)
    
    There have been no significant changes in the terms of the Operating Partnerships debt obligations since those reported in our annual report on Form 10-K for the year ended December 31,
2005.(3)
    
    Enterprise Products Partners generated net proceeds of $430 million in March 2006 in connection with the sale of 18,400,000 of its common units in an underwritten equity offering.
Subsequently, this amount was contributed to the Operating Partnership, which, in turn, used this amount to temporarily reduce debt outstanding under its Multi-Year Revolving Credit Facility.(4)
    
    The March 31, 2006 amount includes $45.8 million related to fair value hedges and $13.9 million in net unamortized discounts. The December 31, 2005 amount includes $18.2 million related
to fair value hedges and $14.1 million in net unamortized discounts. For additional information regarding our fair value hedges, please read Item 3 of the quarterly report. 47




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##### Table of Contents



OurOwnershipInterest
    
    
    TotalCameron Highway
    
    
    50.0
    %
    
    $
    415,000Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36.0
    %
    
    
    95,000Evangeline Gas Pipeline Company, L.P.
    
    
    49.5
    %
    
    
    30,650Total
    
    
    
    
    
    $
    540,650
  Cash Flows from Operating, Investing and Financing Activities
  For the Three MonthsEnded March 31,2006
    
    
    2005Net cash provided from operating activities
    
    $
    492,327
    
    
    $
    158,241Net cash used in investing activities
    
    
    348,645
    
    
    
    349,193Net cash provided by (used in) financing
activities
    
    
    (149,391
    )
    
    
    223,720
  Comparison of Three Months Ended March 31, 2006 with
     Three Months Ended March 31, 2005
 Operating activities
 §
    
    Net income adjusted for all non-cash items and the net effects of changes in operating
accounts increased $347.7 million quarter-to-quarter primarily due to (i) reductions in
the level of inventory and (ii) the timing of cash collections during the periods.§
    
    Distributions received from unconsolidated affiliates decreased by $13.6 million
quarter-to-quarter primarily due to (i) a decrease in distributions from VESCO resulting
from facility down-time and repair costs in the first quarter of 2006 caused by damage
inflicted by Hurricane Katrina and (ii) our receipt of a special distribution from
Deepwater Gateway, L.L.C. (Deepwater Gateway) in March 2005 in connection with the
repayment of its term loan.
 Investing activities
 48




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##### Table of Contents



Capital Spending
   Financing activities
    CONTRACTUAL OBLIGATIONS
  49




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##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
    RECENT ACCOUNTING DEVELOPMENTS
 Accounting for Purchases and Sale of Inventory With the Same Counterparty.
 CRITICAL ACCOUNTING POLICIES
   Depreciation methods and estimated useful lives of property, plant and equipment
  50




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##### Table of Contents



Measuring recoverability of long-lived assets and equity method investments
  Amortization methods and estimated useful lives of qualifying intangible assets
   Methods we employ to measure the fair value of goodwill
   Our revenue recognition policies and use of estimates for revenues and expenses
  51




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##### Table of Contents



Reserves for environmental matters
  Accounting for Contingencies Reasonable Estimation of the Amount of a Loss
 Natural gas imbalances
   SUMMARY OF RELATED PARTY TRANSACTIONS
 Related Party Disclosures
 For the Three MonthsEnded March 31,2006
    
    
    2005Revenues from consolidated operationsEPCO and affiliates
    
    $
    5,632
    
    
    $
    284Unconsolidated affiliates
    
    
    84,443
    
    
    
    57,909Total
    
    $
    90,075
    
    
    $
    58,193Operating costs and expensesEPCO and affiliates
    
    $
    94,957
    
    
    $
    59,003Unconsolidated affiliates
    
    
    6,686
    
    
    
    6,568Total
    
    $
    101,643
    
    
    $
    65,571General and administrative expensesEPCO and affiliates
    
    $
    11,198
    
    
    $
    9,675Interest ExpenseEPCO and affiliates
    
    
    
    
    
    $
    5,639
 52




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##### Table of Contents



OTHER ITEMS
 Non-GAAP reconciliation
  For the Three MonthsEnded March 31,2006
    
    
    2005Total non-GAAP gross operating margin
    
    $
    312,523
    
    
    $
    275,214Adjustments to reconcile total non-GAAP gross operating margin
to GAAP operating income:Depreciation, amortization and accretion in operating costs
and expenses
    
    
    (104,816
    )
    
    
    (99,965
    )Operating lease expense paid by EPCO
    
    
    (528
    )
    
    
    (528
    )Gain (loss) on sale of assets in operating costs and expenses
    
    
    61
    
    
    
    5,436General and administrative costs
    
    
    (14,561
    )
    
    
    (15,153
    )GAAP consolidated operating income
    
    
    192,679
    
    
    
    165,004Other expense
    
    
    (58,160
    )
    
    
    (58,128
    )GAAP income before provision for income taxes, minority interest
and cumulative effect of change in accounting principle
    
    $
    134,519
    
    
    $
    106,876
  Cumulative effect of changes in accounting principles
  53




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
AND RISK FACTORS
 Risk Factors
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Interest Rate Risk Hedging Program
   Number
    
    Period Covered
    
    Termination
    
    Fixed to
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Variable Rate(1)
    
    AmountSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    1
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50%  to 8.15%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    2
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.375% to 6.69%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    6
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.6% to 5.27%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    2
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 4.99%
    
    $200 million
 
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.  54




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##### Table of Contents



Resulting
    
    Swap Fair Value atScenario
    
    Classification
    
    March 31, 2006
    
    April 27, 2006FV assuming no change in underlying interest rates
    
    Asset (Liability)
    
    $
    (46,798
    )
    
    $
    (55,816
    )FV assuming 10% increase in underlying interest rates
    
    Asset (Liability)
    
    
    (79,617
    )
    
    
    (88,125
    )FV assuming 10% decrease in underlying interest rates
    
    Asset (Liability)
    
    
    (13,980
    )
    
    
    (23,507
    )
  Commodity Risk Hedging Program
    Resulting
    
    Commodity Financial Instrument Portfolio FVScenario
    
    Classification
    
    March 31, 2006
    
    April 27, 2006FV assuming no change in underlying commodity prices
    
    Asset (Liability)
    
    $
    1,079
    
    
    $
    (3,561
    )FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    
    (4,028
    )
    
    
    (3,987
    )FV assuming 10% decrease in underlying commodity prices
    
    Asset (Liability)
    
    
    6,186
    
    
    
    (3,135
    )
  55




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##### Table of Contents



Effect of financial instruments on accumulated other comprehensive income
  Interest Rate Fin. Instrs.
    
    
    AccumulatedForward-
    
    
    OtherCommodity
    
    
    
    
    
    
    Starting
    
    
    ComprehensiveFinancial
    
    
    Treasury
    
    
    Interest
    
    
    IncomeInstruments
    
    
    Locks
    
    
    Rate Swaps
    
    
    BalanceBalance, December 31, 2005
    
    $
    
    
    
    $
    4,127
    
    
    $
    14,945
    
    
    $
    19,072Change in fair value of commodity financial instruments
    
    
    251
    
    
    
    
    
    
    
    
    
    
    
    251Reclassification of gain on settlement of interest rate financial instruments
    
    
    
    
    
    
    (116
    )
    
    
    (925
    )
    
    
    (1,041
    )Balance, March 31, 2006
    
    $
    251
    
    
    $
    4,011
    
    
    $
    14,020
    
    
    $
    18,282
  
 Item 4. Controls and procedures .
     56




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##### Table of Contents



PART II. OTHER INFORMATION.
 
 Item 1. Legal Proceedings .
 Litigation
 
 Item 1A. Risk Factors.
 Risk Factors
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 ExhibitNumber
    
    Exhibit*2.1
    
    Purchase and Sale Agreement between Coral Energy, LLC and
Enterprise Products Operating L.P. dated September 22, 2000
(incorporated by reference to Exhibit 10.1 to Enterprise
Products Partners Form 8-K filed September 26, 2000).2.2
    
    Purchase and Sale Agreement dated January 16, 2002 by and
between Diamond-Koch, L.P. and Diamond-Koch III, L.P. and
Enterprise Products Texas Operating L.P. (incorporated by
reference to Exhibit 10.1 to Enterprise Products Partners
Form 8-K filed February 8, 2002.)2.3
    
    Purchase and Sale Agreement dated January 31, 2002 by and
between D-K Diamond-Koch, L.L.C., Diamond-Koch, L.P. and
Diamond-Koch III, L.P. as Sellers and Enterprise Products
Operating L.P. as Buyer (incorporated by reference to
Exhibit 10.2 to Enterprise Products Partners Form 8-K
filed February 8, 2002).2.4
    
    Purchase Agreement by and between E-Birchtree, LLC and
Enterprise Products Operating L.P. dated July 31, 2002
(incorporated by reference to Exhibit 2.2 to Enterprise
Products Partners Form 8-K filed August 12, 2002).2.5
    
    Purchase Agreement by and between E-Birchtree, LLC and
E-Cypress, LLC dated July 31, 2002 (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed August 12, 2002).2.6
    
    Merger Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products Management LLC,
GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed December
15, 2003).2.7
    
    Amendment No. 1 to Merger Agreement, dated as of August 31,
2004, by and among Enterprise Products Partners L.P.,
Enterprise Products GP, LLC, Enterprise Products Management
LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by
 57




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##### Table of Contents



ExhibitNumber
    
    Exhibit*reference to Exhibit 2.1 to Enterprise Products Partners Form 8-K filed September
7, 2004).2.8
    
    Parent Company Agreement, dated as of December 15, 2003, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products GTM, LLC, El Paso
Corporation, Sabine River Investors I, L.L.C., Sabine River
Investors II, L.L.C., El Paso EPN Investments, L.L.C. and
GulfTerra GP Holding Company (incorporated by reference to
Exhibit 2.2 to Enterprise Products Partners Form 8-K filed
December 15, 2003).2.9
    
    Amendment No. 1 to Parent Company Agreement, dated as of
April 19, 2004, by and among Enterprise Products Partners
L.P., Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I, L.L.C.,
Sabine River Investors II, L.L.C., El Paso EPN Investments,
L.L.C. and GulfTerra GP Holding Company (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed April 21, 2004).2.10
    
    Second Amended and Restated Limited Liability Company
Agreement of GulfTerra Energy Company, L.L.C., adopted by
GulfTerra GP Holding Company, a Delaware corporation, and
Enterprise Products GTM, LLC, a Delaware limited liability
company, as of December 15, 2003, (incorporated by
reference to Exhibit 2.3 to Enterprise Products Partners
Form 8-K filed December 15, 2003).2.11
    
    Amendment No. 1 to Second Amended and Restated Limited
Liability Company Agreement of GulfTerra Energy Company,
L.L.C. adopted by Enterprise Products GTM, LLC as of
September 30, 2004 (incorporated by reference to Exhibit
2.11 to Registration Statement on Enterprise Products
Partners Form S-4 Registration Statement, Reg. No.
333-121665, filed December 27, 2004).2.12
    
    Purchase and Sale Agreement (Gas Plants), dated as of
December 15, 2003, by and between El Paso Corporation, El
Paso Field Services Management, Inc., El Paso Transmission,
L.L.C., El Paso Field Services Holding Company and
Enterprise Products Operating L.P. (incorporated by
reference to Exhibit 2.4 to Enterprise Products Partners
Form 8-K filed December 15, 2003).3.1
    
    First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of August 29, 2005
(incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of August 29, 2005
(incorporated by reference to Exhibit 3.2 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).3.3
    
    Certificate of Limited Partnership of Enterprise GP
Holdings L.P. (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed July 21,
2005).3.4
    
    Certificate of Formation of EPE Holdings, LLC (incorporated
by reference to Exhibit 3.2 to Amendment No. 2 to
Enterprise GP Holdings Form S-1 Registration Statement,
Reg. No. 333-124320, filed July 21, 2005).3.5
    
    Fifth Amended and Restated Agreement of Limited Partnership
of Enterprise Products Partners L.P., dated effective as of
August 8, 2005 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed August 10,
2005).3.6
    
    Third Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
August 29, 2005 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed September
1, 2005).3.7
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).4.1
    
    Indenture dated as of March 15, 2000, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and First Union National Bank,
as Trustee (incorporated by reference to Exhibit 4.1 to
Enterprise Products Partners Form 8-K filed March 10, 2000).
 58




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##### Table of Contents



ExhibitNumber
    
    Exhibit*4.2
    
    First Supplemental Indenture dated as of January 22, 2003,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Enterprise Products Partners Form S-4, Reg.
No. 333-102776, filed January 28, 2003).4.3
    
    Global Note representing $350 million principal amount of
6.375% Series B Senior Notes due 2013 with attached
Guarantee (incorporated by reference to Exhibit 4.4 to
Enterprise Products Partners Registration Statement on
Form S-4, Reg. No. 333-102776, filed January 28, 2003).4.4
    
    Second Supplemental Indenture dated as of February 14,
2003, among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Enterprise
Products Partners Form 10-K filed March 31, 2003).4.5
    
    Global Note representing $500 million principal amount of
6.875% Series B Senior Notes due 2033 with attached
Guarantee (incorporated by reference to Exhibit 4.8 to
Enterprise Products Partners Form 10-K filed March 31,
2003).4.6
    
    Global Notes representing $450 million principal amount of
7.50% Senior Notes due 2011 (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
January 25, 2001).4.7
    
    Specimen Unit certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 3 to Enterprise GP Holdings
Form S-1 Registration Statement, Reg. No. 333-124320, filed
August 11, 2005).4.8
    
    Contribution Agreement dated September 17, 1999
(incorporated by reference to Exhibit B to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.9
    
    Registration Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit E to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.10
    
    Unitholder Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit C to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.11
    
    Amendment No. 1, dated September 12, 2003, to Unitholder
Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed September 15, 2003).4.12
    
    Agreement dated as of March 4, 2005 among Enterprise
Products Partners L.P., Shell US Gas & Power LLC and Kayne
Anderson MLP Investment Company (incorporated by reference
to Exhibit 4.31 to Enterprise Products Partners Form S-3
Registration Statement, Reg. No. 333-123150, filed March 4,
2005).4.13
    
    $750 Million Multi-Year Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citibank, N.A. and
JPMorgan Chase Bank, as Co-Syndication Agents, and Mizuho
Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova
Scotia, as Co-Documentation Agents (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.14
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.13, above (incorporated by
reference to Exhibit 4.2 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.15
    
    First Amendment dated October 5, 2005, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, CitiBank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 8-K filed
on October 7, 2005).4.16
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets, LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint
 59




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##### Table of Contents



ExhibitNumber
    
    Exhibit*Book Runners (incorporated by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.17
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.16, above (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.18
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.19
    
    First Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.20
    
    Second Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.21
    
    Third Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.4 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.22
    
    Fourth Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.5 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.23
    
    Global Note representing $500 million principal amount of
4.000% Series B Senior Notes due 2007 with attached
Guarantee (incorporated by reference to Exhibit 4.14 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.24
    
    Global Note representing $500 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.17 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.25
    
    Global Note representing $150 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.18 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.26
    
    Global Note representing $350 million principal amount of
6.650% Series B Senior Notes due 2034 with attached
Guarantee (incorporated by reference to Exhibit 4.19 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.27
    
    Global Note representing $500 million principal amount of
4.625% Series B Senior Notes due 2009 with attached
Guarantee (incorporated by reference to Exhibit 4.27 to
Enterprise Products Partners Form 10-K for the year ended
December 31, 2004 filed on March 15, 2005).4.28
    
    Fifth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.29
    
    Sixth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.30
    
    Global Note representing $250,000,000 principal amount of
5.00% Series B Senior Notes due 2015 with attached
Guarantee (incorporated by reference to Exhibit 4.31 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.31
    
    Global Note representing $250,000,000 principal amount of
5.75% Series B Senior Notes due 2035 with attached
Guarantee (incorporated by reference to Exhibit 4.32 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.32
    
    Registration Rights Agreement dated as of March 2, 2005,
among Enterprise Products Partners
 60




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##### Table of Contents



ExhibitNumber
    
    Exhibit*L.P., Enterprise Products Operating L.P. and the Initial Purchasers named
therein (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 8-K filed on March 3,
2005).4.33
    
    Assumption Agreement dated as of September 30, 2004 between
Enterprise Products Partners L.P. and GulfTerra Energy
Partners, L.P. relating to the assumption by Enterprise
Products Partners of GulfTerras obligations under the
GulfTerra Series F2 Convertible Units (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K/A-1 filed on October 5, 2004).4.34
    
    Statement of Rights, Privileges and Limitations of Series F
Convertible Units, included as Annex A to Third Amendment
to the Second Amended and Restated Agreement of Limited
Partnership of GulfTerra Energy Partners, L.P., dated May
16, 2003 (incorporated by reference to Exhibit 3.B.3 to
Current Report on Form 8-K of GulfTerra Energy Partners,
L.P., file no. 001-11680, filed with the Commission on May
19, 2003).4.35
    
    Unitholder Agreement between GulfTerra Energy Partners,
L.P. and Fletcher International, Inc. dated May 16, 2003
(incorporated by reference to Exhibit 4.L to Current Report
on Form 8-K of GulfTerra Energy Partners, L.P., file no.
001-11680, filed with the Commission on May 19, 2003).4.36
    
    Indenture dated as of May 17, 2001 among GulfTerra Energy
Partners, L.P., GulfTerra Energy Finance Corporation, the
Subsidiary Guarantors named therein and the Chase Manhattan
Bank, as Trustee (filed as Exhibit 4.1 to GulfTerras
Registration Statement on Form S-4 filed June 25, 2001,
Registration Nos. 333-63800 through 333-63800-20); First
Supplemental Indenture dated as of April 18, 2002 (filed as
Exhibit 4.E.1 to GulfTerras 2002 First Quarter Form 10-Q);
Second Supplemental Indenture dated as of April 18, 2002
(filed as Exhibit 4.E.2 to GulfTerras 2002 First Quarter
Form 10-Q); Third Supplemental Indenture dated as of
October 10, 2002 (filed as Exhibit 4.E.3 to GulfTerras
2002 Third Quarter Form 10-Q); Fourth Supplemental
Indenture dated as of November 27, 2002 (filed as Exhibit
4.E.1 to GulfTerras Current Report on Form 8-K dated March
19, 2003); Fifth Supplemental Indenture dated as of January
1, 2003 (filed as Exhibit 4.E.2 to GulfTerras Current
Report on Form 8-K dated March 19, 2003); Sixth
Supplemental Indenture dated as of June 20, 2003 (filed as
Exhibit 4.E.1 to GulfTerras 2003 Second Quarter Form 10-Q,
file no. 001-11680).4.37
    
    Seventh Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.E.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.38
    
    Indenture dated as of November 27, 2002 by and among
GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee (filed as Exhibit 4.1 to
GulfTerras Current Report of Form 8-K dated December 11,
2002); First Supplemental Indenture dated as of January 1,
2003 (filed as Exhibit 4.1.1 to GulfTerras Current Report
on Form 8-K dated March 19, 2003); Second Supplemental
Indenture dated as of June 20, 2003 (filed as Exhibit 4.1.1
to GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.39
    
    Third Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.1.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.40
    
    Indenture dated as of March 24, 2003 by and among GulfTerra
Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee dated as of March 24, 2003
(filed as Exhibit 4.K to GulfTerras Quarterly Report on
Form 10-Q dated May 15, 2003); First Supplemental Indenture
dated as of June 30, 2003 (filed as Exhibit 4.K.1 to
GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.41
    
    Second Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.K.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.42
    
    Amended and Restated Credit Agreement dated as of June 29,
2005, among Cameron Highway Oil Pipeline Company, the
Lenders party thereto, and SunTrust Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on July 1, 2005).4.43
    
    Seventh Supplemental Indenture dated as of June 1, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.46 to Enterprise Products
Partners Form 10-Q filed November 4, 2005).4.44
    
    Global Note representing $500,000,000 principal amount of
4.95% Senior Notes due 2010 with attached Guarantee
(incorporated by reference to Exhibit 4.47 to Enterprise
Products Partners Form 10-Q filed November 4, 2005).
 61




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##### Table of Contents



ExhibitNumber
    
    Exhibit*4.45
    
    Note Purchase Agreement dated as of December 15, 2005 among
Cameron Highway Oil Pipeline Company and the Note
Purchasers listed therein (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
December 21, 2005.)4.46
    
    Credit Agreement, dated as of August 29, 2005, by and among
Enterprise GP Holdings L.P., the lenders party thereto,
Lehman Commercial Paper Inc., as Co-Administrative Agent,
Citicorp North America, Inc., as Co-Administrative Agent,
The Bank of Nova Scotia, as Syndication Agent, and SunTrust
Bank, as Documentation Agent (incorporated by reference to
Exhibit 4.1 to Enterprise GP Holdings Form 8-K filed
September 1, 2005).4.47
    
    Amended and Restated Credit Agreement dated January 11,
2005 among Enterprise GP Holdings L.P., as the Borrower,
Citicorp North America, Inc., as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent,
Citibank N.A., as Issuing Bank, and the various other
lenders party thereto (incorporated by reference to Exhibit
4.1 to Enterprise GP Holdings Form 8-K filed January 13,
2006).10.1
    
    Transportation Contract between Enterprise Products
Operating L.P. and Enterprise Transportation Company dated
June 1, 1998 (incorporated by reference to Exhibit 10.3 to
Enterprise Products Partners Registration Statement on
Form S-1/A filed July 8, 1998).10.2
    
    Seventh Amendment to Conveyance of Gas Processing Rights,
dated as of April 1, 2004 among Enterprise Gas Processing,
LLC, Shell Oil Company, Shell Exploration & Production
Company, Shell Offshore Inc., Shell Consolidated Energy
Resources Inc., Shell Land & Energy Company, Shell Frontier
Oil & Gas Inc. and Shell Gulf of Mexico Inc. (incorporated
by reference to Exhibit 10.1 to Enterprise Products
Partners Form 8-K filed April 26, 2004).10.3***
    
    Enterprise Products 1998 Long-Term Incentive Plan, amended
and restated as of April 8, 2004 (incorporated by reference
to Appendix B to Notice of Written Consent dated April 22,
2004, filed April 22, 2004 by Enterprise Products
Partners).10.4***
    
    Form of Option Grant Award under 1998 Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.2 to
Enterprise Products Partners Form S-8 Registration
Statement, Reg. No. 333-115633, filed May 19, 2004).10.5***
    
    Form of Restricted Unit Grant under the Enterprise Products
1998 Long-Term Incentive Plan (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form S-8
Registration Statement, Reg. No. 333-115633, filed May 19,
2004).10.6***
    
    1998 Omnibus Compensation Plan of GulfTerra Energy
Partners, L.P., Amended and Restated as of January 1, 1999
(incorporated by reference to Exhibit 10.9 to Form 10-K for
the year ended December 31, 1998 of GulfTerra Energy
Partners, L.P., file no. 001-11680); Amendment No. 1, dated
as of December 1, 1999 (incorporated by reference to
Exhibit 10.8.1 to Form 10-Q for the quarter ended June 30,
2000 of GulfTerra Energy Partners, L.P., file no.
001-116800); Amendment No. 2 dated as of May 15, 2003
(incorporated by reference to Exhibit 10.M.1 to Form 10-Q
for the quarter ended June 30, 2003 of GulfTerra Energy
Partners, L.P., file no. 001-11680).10.7
    
    Third 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, Enterprise Products OLPGP,
Inc., Enterprise GP Holdings 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 August 15, 2005, but effective as
of February 24, 2005 (incorporated by reference to Exhibit
10.1 to Enterprise Products Partners Form 8-K filed August
22, 2005).10.8***
    
    EPE Unit L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.2 to Enterprise GP
Holdings Current Report on Form 8-K on September 1, 2005).10.9***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.28 to
Amendment No. 3 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed on
August 11, 2005).10.10***
    
    Form of Restricted Unit Grant under the Enterprise Products
Company 2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.29 to Amendment No. 3 to Enterprise
GP Holdings Form S-1 Registration Statement, Reg. No.
333-124320, filed on August 11, 2005).10.11***
    
    Form of Phantom Unit Grant under the Enterprise Products
Company 2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.30 to Amendment No. 3 to Enterprise
GP Holdings Form S-1 Registration Statement, Reg. No.
333-124320, filed on August 11, 2005).10.12***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan, amended and restated as of
 62




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##### Table of Contents



ExhibitNumber
    
    Exhibit*May 2, 2006 (incorporated by reference to Exhibit 10.01 to Enterprise GP Holdings
Form 8-K, filed on May 8, 2006).10.13***
    
    Form of Unit Appreciation Right Grant (EPE Holdings, LLC
Directors) under the Enterprise Products Company 2005 EPE
Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.02 to Enterprise GP Holdings Form 8-K, filed on
May 8, 2006).10.14***
    
    Form of Unit Appreciation Right Grant (Enterprise Products
GP, LLC Directors) under the Enterprise Products Company
2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.03 to Enterprise GP Holdings Form
8-K, filed on May 8, 2006).10.15
    
    Contribution, Conveyance and Assumption Agreement, dated as
of August 29, 2005, by and among Enterprise GP Holdings
L.P., EPE Holdings, LLC, Dan Duncan LLC, Duncan Family
Interests, Inc., DFI GP Holdings L.P. and DFI Holdings, LLC
(incorporated by reference to Exhibit 10.1 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).10.16
    
    $370 million note owed by Enterprise Products GP, LLC to
Dan Duncan LLC (incorporated by reference to Amendment No.
3 to Enterprise GP Holdings Form S-1 Registration
Statement, Reg. No. 333-124320, filed August 11, 2005).10.17
    
    $160 million note assumed by Enterprise GP Holdings L.P.
and payable to EPCO, Inc. (incorporated by reference to
Enterprise GP Holdings Form 10-Q filed November 4, 2005).10.18
    
    Unit Purchase Agreement dated August 23, 2005, between
Enterprise GP Holdings L.P. and EPE Unit L.P. (incorporated
by reference to Exhibit 1.2 to Enterprise GP Holdings Form
8-K filed September 1, 2005).10.19
    
    Waiver of Provisions of the Conflicts Policies and
Procedures of the Third Amended and Restated Administrative
Services Agreement dated February 23, 2006 but effective as
of February 13, 2006 (incorporated by reference to Exhibit
10.12 to Enterprise Products Partners Form 10-K filed
February 27, 2006).18.1
    
    Letter regarding Change in Accounting Principles dated May
4, 2004 (incorporated by reference to Exhibit 18.1 to
Enterprise Products Partners Form 10-Q filed May 10,
2004).31.1#
    
    Sarbanes-Oxley Section 302 certification of Michael A.
Creel for Enterprise GP Holdings L.P. for the March 31,
2006 quarterly report on Form 10-Q.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Enterprise GP Holdings L.P. for the March 31,
2006 quarterly report on Form 10-Q.32.1#
    
    Section 1350 certification of Michael A. Creel for the
March 31, 2006 quarterly report on Form 10-Q.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
March 31, 2006 quarterly report on Form 10-Q.
 
 *
    
    With respect to any exhibits incorporated by reference to any Exchange Act filings, the
Commission file number is 1-32610 for Enterprise GP Holdings L.P. and 1-14323 for Enterprise
Products Partners L.P.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report. 63




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##### Table of Contents



SIGNATURES
  ENTERPRISE GP HOLDINGS L.P.(A Delaware Limited Partnership)By:
    
    EPE Holdings, LLC,as General PartnerBy:
    
    /s/ Michael J. KnesekName:
    
    Michael J. KnesekTitle:
    
    Senior Vice President, Controllerand Principal Accounting Officerof the General Partner
 64




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Exhibit*2.1
    
    Purchase and Sale Agreement between Coral Energy, LLC and
Enterprise Products Operating L.P. dated September 22, 2000
(incorporated by reference to Exhibit 10.1 to Enterprise
Products Partners Form 8-K filed September 26, 2000).2.2
    
    Purchase and Sale Agreement dated January 16, 2002 by and
between Diamond-Koch, L.P. and Diamond-Koch III, L.P. and
Enterprise Products Texas Operating L.P. (incorporated by
reference to Exhibit 10.1 to Enterprise Products Partners
Form 8-K filed February 8, 2002.)2.3
    
    Purchase and Sale Agreement dated January 31, 2002 by and
between D-K Diamond-Koch, L.L.C., Diamond-Koch, L.P. and
Diamond-Koch III, L.P. as Sellers and Enterprise Products
Operating L.P. as Buyer (incorporated by reference to
Exhibit 10.2 to Enterprise Products Partners Form 8-K
filed February 8, 2002).2.4
    
    Purchase Agreement by and between E-Birchtree, LLC and
Enterprise Products Operating L.P. dated July 31, 2002
(incorporated by reference to Exhibit 2.2 to Enterprise
Products Partners Form 8-K filed August 12, 2002).2.5
    
    Purchase Agreement by and between E-Birchtree, LLC and
E-Cypress, LLC dated July 31, 2002 (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed August 12, 2002).2.6
    
    Merger Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products Management LLC,
GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed December
15, 2003).2.7
    
    Amendment No. 1 to Merger Agreement, dated as of August 31,
2004, by and among Enterprise Products Partners L.P.,
Enterprise Products GP, LLC, Enterprise Products Management
LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by
 65




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##### Table of Contents



ExhibitNumber
    
    Exhibit*reference to Exhibit 2.1 to Enterprise Products Partners Form 8-K filed September
7, 2004).2.8
    
    Parent Company Agreement, dated as of December 15, 2003, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products GTM, LLC, El Paso
Corporation, Sabine River Investors I, L.L.C., Sabine River
Investors II, L.L.C., El Paso EPN Investments, L.L.C. and
GulfTerra GP Holding Company (incorporated by reference to
Exhibit 2.2 to Enterprise Products Partners Form 8-K filed
December 15, 2003).2.9
    
    Amendment No. 1 to Parent Company Agreement, dated as of
April 19, 2004, by and among Enterprise Products Partners
L.P., Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I, L.L.C.,
Sabine River Investors II, L.L.C., El Paso EPN Investments,
L.L.C. and GulfTerra GP Holding Company (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed April 21, 2004).2.10
    
    Second Amended and Restated Limited Liability Company
Agreement of GulfTerra Energy Company, L.L.C., adopted by
GulfTerra GP Holding Company, a Delaware corporation, and
Enterprise Products GTM, LLC, a Delaware limited liability
company, as of December 15, 2003, (incorporated by
reference to Exhibit 2.3 to Enterprise Products Partners
Form 8-K filed December 15, 2003).2.11
    
    Amendment No. 1 to Second Amended and Restated Limited
Liability Company Agreement of GulfTerra Energy Company,
L.L.C. adopted by Enterprise Products GTM, LLC as of
September 30, 2004 (incorporated by reference to Exhibit
2.11 to Registration Statement on Enterprise Products
Partners Form S-4 Registration Statement, Reg. No.
333-121665, filed December 27, 2004).2.12
    
    Purchase and Sale Agreement (Gas Plants), dated as of
December 15, 2003, by and between El Paso Corporation, El
Paso Field Services Management, Inc., El Paso Transmission,
L.L.C., El Paso Field Services Holding Company and
Enterprise Products Operating L.P. (incorporated by
reference to Exhibit 2.4 to Enterprise Products Partners
Form 8-K filed December 15, 2003).3.1
    
    First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of August 29, 2005
(incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of August 29, 2005
(incorporated by reference to Exhibit 3.2 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).3.3
    
    Certificate of Limited Partnership of Enterprise GP
Holdings L.P. (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed July 21,
2005).3.4
    
    Certificate of Formation of EPE Holdings, LLC (incorporated
by reference to Exhibit 3.2 to Amendment No. 2 to
Enterprise GP Holdings Form S-1 Registration Statement,
Reg. No. 333-124320, filed July 21, 2005).3.5
    
    Fifth Amended and Restated Agreement of Limited Partnership
of Enterprise Products Partners L.P., dated effective as of
August 8, 2005 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed August 10,
2005).3.6
    
    Third Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
August 29, 2005 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed September
1, 2005).3.7
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).4.1
    
    Indenture dated as of March 15, 2000, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and First Union National Bank,
as Trustee (incorporated by reference to Exhibit 4.1 to
Enterprise Products Partners Form 8-K filed March 10, 2000).
 66




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##### Table of Contents



ExhibitNumber
    
    Exhibit*4.2
    
    First Supplemental Indenture dated as of January 22, 2003,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Enterprise Products Partners Form S-4, Reg.
No. 333-102776, filed January 28, 2003).4.3
    
    Global Note representing $350 million principal amount of
6.375% Series B Senior Notes due 2013 with attached
Guarantee (incorporated by reference to Exhibit 4.4 to
Enterprise Products Partners Registration Statement on
Form S-4, Reg. No. 333-102776, filed January 28, 2003).4.4
    
    Second Supplemental Indenture dated as of February 14,
2003, among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Enterprise
Products Partners Form 10-K filed March 31, 2003).4.5
    
    Global Note representing $500 million principal amount of
6.875% Series B Senior Notes due 2033 with attached
Guarantee (incorporated by reference to Exhibit 4.8 to
Enterprise Products Partners Form 10-K filed March 31,
2003).4.6
    
    Global Notes representing $450 million principal amount of
7.50% Senior Notes due 2011 (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
January 25, 2001).4.7
    
    Specimen Unit certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 3 to Enterprise GP Holdings
Form S-1 Registration Statement, Reg. No. 333-124320, filed
August 11, 2005).4.8
    
    Contribution Agreement dated September 17, 1999
(incorporated by reference to Exhibit B to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.9
    
    Registration Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit E to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.10
    
    Unitholder Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit C to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.11
    
    Amendment No. 1, dated September 12, 2003, to Unitholder
Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed September 15, 2003).4.12
    
    Agreement dated as of March 4, 2005 among Enterprise
Products Partners L.P., Shell US Gas & Power LLC and Kayne
Anderson MLP Investment Company (incorporated by reference
to Exhibit 4.31 to Enterprise Products Partners Form S-3
Registration Statement, Reg. No. 333-123150, filed March 4,
2005).4.13
    
    $750 Million Multi-Year Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citibank, N.A. and
JPMorgan Chase Bank, as Co-Syndication Agents, and Mizuho
Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova
Scotia, as Co-Documentation Agents (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.14
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.13, above (incorporated by
reference to Exhibit 4.2 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.15
    
    First Amendment dated October 5, 2005, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, CitiBank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 8-K filed
on October 7, 2005).4.16
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets, LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint
 67




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##### Table of Contents



ExhibitNumber
    
    Exhibit*Book Runners (incorporated by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.17
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.16, above (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.18
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.19
    
    First Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.20
    
    Second Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.21
    
    Third Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.4 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.22
    
    Fourth Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.5 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.23
    
    Global Note representing $500 million principal amount of
4.000% Series B Senior Notes due 2007 with attached
Guarantee (incorporated by reference to Exhibit 4.14 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.24
    
    Global Note representing $500 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.17 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.25
    
    Global Note representing $150 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.18 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.26
    
    Global Note representing $350 million principal amount of
6.650% Series B Senior Notes due 2034 with attached
Guarantee (incorporated by reference to Exhibit 4.19 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.27
    
    Global Note representing $500 million principal amount of
4.625% Series B Senior Notes due 2009 with attached
Guarantee (incorporated by reference to Exhibit 4.27 to
Enterprise Products Partners Form 10-K for the year ended
December 31, 2004 filed on March 15, 2005).4.28
    
    Fifth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.29
    
    Sixth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.30
    
    Global Note representing $250,000,000 principal amount of
5.00% Series B Senior Notes due 2015 with attached
Guarantee (incorporated by reference to Exhibit 4.31 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.31
    
    Global Note representing $250,000,000 principal amount of
5.75% Series B Senior Notes due 2035 with attached
Guarantee (incorporated by reference to Exhibit 4.32 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.32
    
    Registration Rights Agreement dated as of March 2, 2005,
among Enterprise Products Partners
 68




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##### Table of Contents



ExhibitNumber
    
    Exhibit*L.P., Enterprise Products Operating L.P. and the Initial Purchasers named
therein (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 8-K filed on March 3,
2005).4.33
    
    Assumption Agreement dated as of September 30, 2004 between
Enterprise Products Partners L.P. and GulfTerra Energy
Partners, L.P. relating to the assumption by Enterprise
Products Partners of GulfTerras obligations under the
GulfTerra Series F2 Convertible Units (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K/A-1 filed on October 5, 2004).4.34
    
    Statement of Rights, Privileges and Limitations of Series F
Convertible Units, included as Annex A to Third Amendment
to the Second Amended and Restated Agreement of Limited
Partnership of GulfTerra Energy Partners, L.P., dated May
16, 2003 (incorporated by reference to Exhibit 3.B.3 to
Current Report on Form 8-K of GulfTerra Energy Partners,
L.P., file no. 001-11680, filed with the Commission on May
19, 2003).4.35
    
    Unitholder Agreement between GulfTerra Energy Partners,
L.P. and Fletcher International, Inc. dated May 16, 2003
(incorporated by reference to Exhibit 4.L to Current Report
on Form 8-K of GulfTerra Energy Partners, L.P., file no.
001-11680, filed with the Commission on May 19, 2003).4.36
    
    Indenture dated as of May 17, 2001 among GulfTerra Energy
Partners, L.P., GulfTerra Energy Finance Corporation, the
Subsidiary Guarantors named therein and the Chase Manhattan
Bank, as Trustee (filed as Exhibit 4.1 to GulfTerras
Registration Statement on Form S-4 filed June 25, 2001,
Registration Nos. 333-63800 through 333-63800-20); First
Supplemental Indenture dated as of April 18, 2002 (filed as
Exhibit 4.E.1 to GulfTerras 2002 First Quarter Form 10-Q);
Second Supplemental Indenture dated as of April 18, 2002
(filed as Exhibit 4.E.2 to GulfTerras 2002 First Quarter
Form 10-Q); Third Supplemental Indenture dated as of
October 10, 2002 (filed as Exhibit 4.E.3 to GulfTerras
2002 Third Quarter Form 10-Q); Fourth Supplemental
Indenture dated as of November 27, 2002 (filed as Exhibit
4.E.1 to GulfTerras Current Report on Form 8-K dated March
19, 2003); Fifth Supplemental Indenture dated as of January
1, 2003 (filed as Exhibit 4.E.2 to GulfTerras Current
Report on Form 8-K dated March 19, 2003); Sixth
Supplemental Indenture dated as of June 20, 2003 (filed as
Exhibit 4.E.1 to GulfTerras 2003 Second Quarter Form 10-Q,
file no. 001-11680).4.37
    
    Seventh Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.E.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.38
    
    Indenture dated as of November 27, 2002 by and among
GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee (filed as Exhibit 4.1 to
GulfTerras Current Report of Form 8-K dated December 11,
2002); First Supplemental Indenture dated as of January 1,
2003 (filed as Exhibit 4.1.1 to GulfTerras Current Report
on Form 8-K dated March 19, 2003); Second Supplemental
Indenture dated as of June 20, 2003 (filed as Exhibit 4.1.1
to GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.39
    
    Third Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.1.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.40
    
    Indenture dated as of March 24, 2003 by and among GulfTerra
Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee dated as of March 24, 2003
(filed as Exhibit 4.K to GulfTerras Quarterly Report on
Form 10-Q dated May 15, 2003); First Supplemental Indenture
dated as of June 30, 2003 (filed as Exhibit 4.K.1 to
GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.41
    
    Second Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.K.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.42
    
    Amended and Restated Credit Agreement dated as of June 29,
2005, among Cameron Highway Oil Pipeline Company, the
Lenders party thereto, and SunTrust Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on July 1, 2005).4.43
    
    Seventh Supplemental Indenture dated as of June 1, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.46 to Enterprise Products
Partners Form 10-Q filed November 4, 2005).4.44
    
    Global Note representing $500,000,000 principal amount of
4.95% Senior Notes due 2010 with attached Guarantee
(incorporated by reference to Exhibit 4.47 to Enterprise
Products Partners Form 10-Q filed November 4, 2005).
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ExhibitNumber
    
    Exhibit*4.45
    
    Note Purchase Agreement dated as of December 15, 2005 among
Cameron Highway Oil Pipeline Company and the Note
Purchasers listed therein (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
December 21, 2005.)4.46
    
    Credit Agreement, dated as of August 29, 2005, by and among
Enterprise GP Holdings L.P., the lenders party thereto,
Lehman Commercial Paper Inc., as Co-Administrative Agent,
Citicorp North America, Inc., as Co-Administrative Agent,
The Bank of Nova Scotia, as Syndication Agent, and SunTrust
Bank, as Documentation Agent (incorporated by reference to
Exhibit 4.1 to Enterprise GP Holdings Form 8-K filed
September 1, 2005).4.47
    
    Amended and Restated Credit Agreement dated January 11,
2005 among Enterprise GP Holdings L.P., as the Borrower,
Citicorp North America, Inc., as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent,
Citibank N.A., as Issuing Bank, and the various other
lenders party thereto (incorporated by reference to Exhibit
4.1 to Enterprise GP Holdings Form 8-K filed January 13,
2006).10.1
    
    Transportation Contract between Enterprise Products
Operating L.P. and Enterprise Transportation Company dated
June 1, 1998 (incorporated by reference to Exhibit 10.3 to
Enterprise Products Partners Registration Statement on
Form S-1/A filed July 8, 1998).10.2
    
    Seventh Amendment to Conveyance of Gas Processing Rights,
dated as of April 1, 2004 among Enterprise Gas Processing,
LLC, Shell Oil Company, Shell Exploration & Production
Company, Shell Offshore Inc., Shell Consolidated Energy
Resources Inc., Shell Land & Energy Company, Shell Frontier
Oil & Gas Inc. and Shell Gulf of Mexico Inc. (incorporated
by reference to Exhibit 10.1 to Enterprise Products
Partners Form 8-K filed April 26, 2004).10.3***
    
    Enterprise Products 1998 Long-Term Incentive Plan, amended
and restated as of April 8, 2004 (incorporated by reference
to Appendix B to Notice of Written Consent dated April 22,
2004, filed April 22, 2004 by Enterprise Products
Partners).10.4***
    
    Form of Option Grant Award under 1998 Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.2 to
Enterprise Products Partners Form S-8 Registration
Statement, Reg. No. 333-115633, filed May 19, 2004).10.5***
    
    Form of Restricted Unit Grant under the Enterprise Products
1998 Long-Term Incentive Plan (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form S-8
Registration Statement, Reg. No. 333-115633, filed May 19,
2004).10.6***
    
    1998 Omnibus Compensation Plan of GulfTerra Energy
Partners, L.P., Amended and Restated as of January 1, 1999
(incorporated by reference to Exhibit 10.9 to Form 10-K for
the year ended December 31, 1998 of GulfTerra Energy
Partners, L.P., file no. 001-11680); Amendment No. 1, dated
as of December 1, 1999 (incorporated by reference to
Exhibit 10.8.1 to Form 10-Q for the quarter ended June 30,
2000 of GulfTerra Energy Partners, L.P., file no.
001-116800); Amendment No. 2 dated as of May 15, 2003
(incorporated by reference to Exhibit 10.M.1 to Form 10-Q
for the quarter ended June 30, 2003 of GulfTerra Energy
Partners, L.P., file no. 001-11680).10.7
    
    Third 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, Enterprise Products OLPGP,
Inc., Enterprise GP Holdings 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 August 15, 2005, but effective as
of February 24, 2005 (incorporated by reference to Exhibit
10.1 to Enterprise Products Partners Form 8-K filed August
22, 2005).10.8***
    
    EPE Unit L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.2 to Enterprise GP
Holdings Current Report on Form 8-K on September 1, 2005).10.9***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.28 to
Amendment No. 3 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed on
August 11, 2005).10.10***
    
    Form of Restricted Unit Grant under the Enterprise Products
Company 2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.29 to Amendment No. 3 to Enterprise
GP Holdings Form S-1 Registration Statement, Reg. No.
333-124320, filed on August 11, 2005).10.11***
    
    Form of Phantom Unit Grant under the Enterprise Products
Company 2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.30 to Amendment No. 3 to Enterprise
GP Holdings Form S-1 Registration Statement, Reg. No.
333-124320, filed on August 11, 2005).10.12***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan, amended and restated as of
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##### Table of Contents



ExhibitNumber
    
    Exhibit*May 2, 2006 (incorporated by reference to Exhibit 10.01 to Enterprise GP Holdings
Form 8-K, filed on May 8, 2006).10.13***
    
    Form of Unit Appreciation Right Grant (EPE Holdings, LLC
Directors) under the Enterprise Products Company 2005 EPE
Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.02 to Enterprise GP Holdings Form 8-K, filed on
May 8, 2006).10.14***
    
    Form of Unit Appreciation Right Grant (Enterprise Products
GP, LLC Directors) under the Enterprise Products Company
2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.03 to Enterprise GP Holdings Form
8-K, filed on May 8, 2006).10.15
    
    Contribution, Conveyance and Assumption Agreement, dated as
of August 29, 2005, by and among Enterprise GP Holdings
L.P., EPE Holdings, LLC, Dan Duncan LLC, Duncan Family
Interests, Inc., DFI GP Holdings L.P. and DFI Holdings, LLC
(incorporated by reference to Exhibit 10.1 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).10.16
    
    $370 million note owed by Enterprise Products GP, LLC to
Dan Duncan LLC (incorporated by reference to Amendment No.
3 to Enterprise GP Holdings Form S-1 Registration
Statement, Reg. No. 333-124320, filed August 11, 2005).10.17
    
    $160 million note assumed by Enterprise GP Holdings L.P.
and payable to EPCO, Inc. (incorporated by reference to
Enterprise GP Holdings Form 10-Q filed November 4, 2005).10.18
    
    Unit Purchase Agreement dated August 23, 2005, between
Enterprise GP Holdings L.P. and EPE Unit L.P. (incorporated
by reference to Exhibit 1.2 to Enterprise GP Holdings Form
8-K filed September 1, 2005).10.19
    
    Waiver of Provisions of the Conflicts Policies and
Procedures of the Third Amended and Restated Administrative
Services Agreement dated February 23, 2006 but effective as
of February 13, 2006 (incorporated by reference to Exhibit
10.12 to Enterprise Products Partners Form 10-K filed
February 27, 2006).18.1
    
    Letter regarding Change in Accounting Principles dated May
4, 2004 (incorporated by reference to Exhibit 18.1 to
Enterprise Products Partners Form 10-Q filed May 10,
2004).31.1#
    
    Sarbanes-Oxley Section 302 certification of Michael A.
Creel for Enterprise GP Holdings L.P. for the March 31,
2006 quarterly report on Form 10-Q.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Enterprise GP Holdings L.P. for the March 31,
2006 quarterly report on Form 10-Q.32.1#
    
    Section 1350 certification of Michael A. Creel for the
March 31, 2006 quarterly report on Form 10-Q.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
March 31, 2006 quarterly report on Form 10-Q.
 
 *
    
    With respect to any exhibits incorporated by reference to any Exchange Act filings, the
Commission file number is 1-32610 for Enterprise GP Holdings L.P. and 1-14323 for Enterprise
Products Partners L.P.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report. 71