exv4w2



 







Exhibit 4.2






 



ENTERPRISE PRODUCTS OPERATING L.P.,

as Issuer




ENTERPRISE PRODUCTS PARTNERS L.P.,

as Parent Guarantor




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee




 






EIGHTH SUPPLEMENTAL INDENTURE




Dated as of July 18, 2006




to




Indenture dated as of October 4, 2004




 






$300,000,000




8.375% FIXED/FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2066




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I

	 
	DEFINITIONS

	 	 	 
	 	 
	Section 1.1	 	Definition of Terms
	 	2
	Section 1.2	 	Rules of Construction
	 	8
	 	 	 
	 	 
	ARTICLE II
	 
	GENERAL TERMS AND CONDITIONS OF THE LoTSSM
	 	 	 
	 	 
	Section 2.1	 	Designation and Principal Amount
	 	8
	Section 2.2	 	Maturity
	 	8
	Section 2.3	 	Form
	 	8
	Section 2.4	 	Registrar and Paying Agent
	 	9
	Section 2.5	 	Transfer and Exchange
	 	9
	Section 2.6	 	Interest Rates; Payment of Principal and Interest
	 	9
	 	 	 
	 	 
	ARTICLE III

	 
	REDEMPTION OF THE LoTSSM

	 	 	 
	 	 
	Section 3.1	 	Optional Redemption
	 	10
	Section 3.2	 	Certain Redemption Procedures
	 	11
	Section 3.3	 	No Sinking Fund
	 	11
	 	 	 
	 	 
	ARTICLE IV

	 
	DEFERRAL OF INTEREST

	 	 	 
	 	 
	Section 4.1	 	Optional Deferral of Interest
	 	11
	Section 4.2	 	Notice of Deferrals
	 	12
	 	 	 
	 	 
	ARTICLE V

	 
	CERTAIN COVENANTS

	 	 	 
	 	 
	Section 5.1	 	Covenants in Indenture
	 	12
	Section 5.2	 	Restricted Payments
	 	12






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	 	 	 	 	Page
	ARTICLE VI

	 
	SUBORDINATION

	 	 	 
	 	 
	Section 6.1	 	Agreement to Subordinate
	 	13
	Section 6.2	 	Amendment and Restatement of Section 12.02 of the Base Indenture
	 	13
	Section 6.3	 	Amendment and Restatement of Section 12.03 of the Base Indenture
	 	15
	 	 	 
	 	 
	ARTICLE VII

	 
	GUARANTEE OF THE LoTSSM

	 	 	 
	 	 
	Section 7.1	 	Guarantee of the LoTSSM
	 	17
	Section 7.2	 	Subordination of Guarantee
	 	17
	 	 	 
	 	 
	ARTICLE VIII

	 
	APPLICABILITY OF DEFEASANCE AND COVENANT DEFEASANCE

	 	 	 
	 	 
	Section 8.1	 	Applicability of Defeasance and Covenant Defeasance
	 	17
	 	 	 
	 	 
	ARTICLE IX

	 
	 EVENTS OF DEFAULT AND REMEDIES OF THE TRUSTEE AND HOLDERS OF LoTSSM

	 	 	 
	 	 
	Section 9.1	 	Amendment and Restatement of Section 6.01 of the Base Indenture
	 	18
	 	 	 
	 	 
	ARTICLE X

	 
	MISCELLANEOUS

	 	 	 
	 	 
	Section 10.1	 	Ratification of Base Indenture
	 	19
	Section 10.2	 	No Recourse to General Partner
	 	19
	Section 10.3	 	Separateness
	 	19
	Section 10.4	 	Trustee Not Responsible for Recitals
	 	20
	Section 10.5	 	Governing Law
	 	20
	Section 10.6	 	Time is of the Essence
	 	20
	Section 10.7	 	Separability
	 	20
	Section 10.8	 	Treatment of LoTSSM
	 	20
	Section 10.9	 	Counterparts
	 	20
	Section 10.10	 	Withholding
	 	20






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          THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of July 18, 2006 (this “Eighth Supplemental
Indenture”), is among (i) Enterprise Products Operating L.P., a Delaware limited partnership
(the “Company”), (ii) Enterprise Products Partners L.P., a Delaware limited partnership
(the “Parent Guarantor”), and (iii) Wells Fargo Bank, National Association, a national
banking association, as trustee (the “Trustee”).




W I T N E S S E T H:




          WHEREAS, the Company and the Parent Guarantor have executed and delivered to the Trustee an
Indenture, dated as of October 4, 2004 (the “Base Indenture”), providing for the issuance
by the Company from time to time of its debentures, notes, bonds, or other evidences of
indebtedness, issued and to be issued in one or more series unlimited as to principal amount (the
“Debt Securities”), and the guarantee by each Guarantor of the Debt Securities;




          WHEREAS, on or before the date hereof the Company has issued other series of Debt Securities
pursuant to previous supplements to the Base Indenture;




          WHEREAS, the Company has duly authorized and desires to cause to be issued pursuant to the
Base Indenture and this Eighth Supplemental Indenture a new series of Debt Securities designated
the “8.375% Fixed/Floating Rate Junior Subordinated Notes due 2066” (the
“LoTSSM”), all of such LoTSSM to be guaranteed by the Parent
Guarantor as provided in Article XIV of the Indenture (as hereinafter defined) and Article VII of
this Eighth Supplemental Indenture;




          WHEREAS, the Company desires to cause the issuance of the LoTSSM pursuant to
Sections 2.01 and 2.03 of the Indenture, which sections permit the execution of indentures
supplemental thereto to establish the form and terms of Debt Securities of any series, and offer
such LoTSSM to the underwriters named in Schedule I to the Underwriting Agreement dated
July 13, 2006 among the Company, the Parent Guarantor, the General Partner, and the general partner
of the Parent Guarantor in an aggregate principal amount of $300,000,000 on the terms and
conditions set forth therein;




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Company and the Parent Guarantor have
requested that the Trustee join in the execution of this Eighth Supplemental Indenture to establish
the form and terms of the LoTSSM; and




          WHEREAS, all things necessary have been done to make the LoTSSM, when executed by
the Company and authenticated and delivered hereunder and under the Indenture and duly issued by
the Company, and the guarantee thereof by the Parent Guarantor, when the Notation of Guarantee
affixed to the LoTSSM has been executed by the Parent Guarantor, the valid obligations
of the Company and the Parent Guarantor, respectively, and to make this Eighth Supplemental
Indenture a valid agreement of the Company and the Parent Guarantor enforceable in accordance with
its terms;






 









 





          NOW, THEREFORE, the Company, the Parent Guarantor, and the Trustee hereby agree that the
following provisions shall amend and supplement the Base Indenture:




ARTICLE I




DEFINITIONS




          Section 1.1 Definition of Terms. Unless the context otherwise requires:




          (a) a term defined in the Indenture has the same meaning when used in this Eighth Supplemental
Indenture; provided, however, that, where a term is defined both in this Eighth
Supplemental Indenture and in the Indenture, the meaning given to such term in this Eighth
Supplemental Indenture shall control for purposes of this Eighth Supplemental Indenture and, in
respect of the LoTSSM, but not any other series of Debt Securities, the Indenture;




          (b) a term defined anywhere in this Eighth Supplemental Indenture has the same meaning
throughout this Eighth Supplemental Indenture and, in respect of the LoTSSM, but not any
other series of Debt Securities, the Indenture;




          (c) any term used herein which is defined in the TIA, either directly or by reference therein,
has the meanings assigned to it therein; and




          (d) the following terms have the following respective meanings:




          “3-month LIBOR Rate” means, for each Quarterly Interest Period during the Floating
Rate Period, the interest rate per annum shown on Telerate Page 3750 at or about 11:00 a.m., London
time, on the second London Banking Day (the “LIBOR Determination Date”) preceding the first
day of such Quarterly Interest Period (the “Reset Date”) for deposits in U.S. dollars with
a maturity of three months and commencing on the Reset Date. If such rate does not appear on that
page or such other page as shall replace that page for the purpose of displaying offered rates of
leading banks for London interbank deposits in U.S. dollars, the 3-month LIBOR Rate shall be
determined on the basis of the rates, at approximately 11:00 a.m., London time, on the LIBOR
Determination Date, at which U.S. dollar deposits with a maturity of three months in an amount
determined by the Calculation Agent as representative of a single transaction in the relevant
market and at the relevant time are offered by four major banks in the London interbank market
(“Reference Banks”) selected by the Calculation Agent to prime banks in the London
interbank market for the Quarterly Interest Period commencing on the Reset Date. The Calculation
Agent will request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two quotations are provided as requested, the 3-month LIBOR
Rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the 3-month LIBOR Rate shall be the interest rate per annum equal to the average of the
rates per annum quoted by three major banks in New York City or Charlotte, North Carolina selected
by the Calculation Agent, at or about 11:00 a.m., New York City time, on the LIBOR Determination
Date, for loans in U.S. dollars to leading European banks in amounts that are representative of a
single transaction in the relevant market and at the relevant time with a maturity corresponding to
the Quarterly Interest Period commencing on the Reset Date. If fewer than three New York City or
Charlotte, North Carolina banks selected by the



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Calculation Agent are quoting rates, the 3-month LIBOR Rate for the applicable Quarterly
Interest Period will be the same as for the immediately preceding Quarterly Interest Period. If
the Quarterly Interest Period does not correspond to a period for which rates are available, the
3-month LIBOR Rate will be determined through the use of straight-line interpolation by reference
to two rates, the first rate to be determined by reference to the period of time for which rates
are available next shorter than the length of such Quarterly Interest Period and the second to be
determined by reference to the period of time for which rates are available next longer than the
length of such Quarterly Interest Period.




          “Bankruptcy Event” means, with respect to any Person, that (a) such Person, pursuant
to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case; (ii) consents to
the entry of an order for relief against it in an involuntary case; (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its property; or (iv) makes a
general assignment for the benefit of its creditors; or (b) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that (i) is for relief against such Person as
debtor in an involuntary case; (ii) appoints a Custodian of such Person or a Custodian for all or
substantially all of the property of such Person; or (iii) orders the liquidation of such Person,
and, in the case of clauses (b)(i) through (b)(iii), the order or decree remains unstayed and in
effect for 60 days.




          “Base Indenture” has the meaning set forth in the recitals of this Eighth Supplemental
Indenture.




          “Book-Entry LoTSSM” has the meaning set forth in Section 2.3.




          “Business Day” means a day other than (a) a Saturday or Sunday, (b) a day on which
banks in Houston, Texas or New York, New York are authorized or required by law to close, or (c) a
day on which the corporate trust office of the Trustee is closed for business.




          “Calculation Agent” means Wells Fargo Bank, National Association (and its successors).




          “Company” means the Person named as the “Company” in the preamble of this Eighth
Supplemental Indenture until a successor Person shall have become such pursuant to the applicable
provisions of the Indenture, and thereafter “Company” shall mean such successor Person.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the Remaining Life of the
LoTSSM that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the Remaining Life of the LoTSSM; provided, however, that if no maturity
is within three months (before or after) of the end of the Remaining Life, yields for the two
published maturities most closely corresponding to such United States Treasury security will be
determined and the Treasury Yield will be interpolated or extrapolated from those yields on a
straight-line basis rounding to the nearest month.




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          “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the bid
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) at or
about 4:00 p.m. on the third Business Day preceding the Redemption Date, as set forth on “Telerate
Page 500” (or such other page as may replace Telerate Page 500), or (b) if such page (or any
successor page) is not displayed or does not contain such bid prices at such time, the average of
the Reference Treasury Dealer Quotations obtained by the Trustee for the Redemption Date.




          “Current Interest” means, on or prior to an Interest Payment Date, interest accrued on
the principal amount of the LoTSSM at the Fixed Rate or the Floating Rate, as the case
may be, since the immediately preceding Interest Payment Date. For the avoidance of doubt, Current
Interest shall not include Deferred Interest.




          “Deferred Interest” means (a) interest the payment of which has been deferred pursuant
to Section 4.1 plus (b) all interest accrued thereon since the due date thereof in accordance with
Section 2.6(a) and 2.6(d).




          “Depositary,” means DTC or, if DTC shall have ceased performing such function, any
other Person selected by the Company, so long as such successor or such Person, as the case may be,
is registered as a clearing agency under the Exchange Act or other applicable statutes or
regulations.




          “DTC” means The Depository Trust Company, New York, New York, or any successor
thereto.




          “Eighth Supplemental Indenture” has the meaning set forth in the preamble hereto.




          “Fixed Rate” means 8.375% per annum.




          “Fixed Rate Period” means the period commencing on July 18, 2006 to, but not
including, August 1, 2016.




          “Floating Rate” means, with respect to a Quarterly Interest Period, the 3-month LIBOR
Rate for such Quarterly Interest Period plus 3.7075%.




          “Floating Rate Period” means the period commencing on August 1, 2016 through, but not
including, August 1, 2066.




          “Guarantee” has the meaning given in Section 7.1.




          “Indenture” means the Base Indenture, as amended and supplemented by this Eighth
Supplemental Indenture, including the form and terms of the LoTSSM as set forth herein,
as the same shall be amended from time to time.




          “Independent Investment Banker” means any of Wachovia Capital Markets, LLC (and its
successors) and Lehman Brothers Inc. (and its successors) or, if no such firm is willing and able
to select the applicable Comparable Treasury Issue or perform the other functions of the

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Independent Investment Banker provided herein, an independent investment banking institution of
national standing appointed by the Trustee and reasonably acceptable to the Company.




          “Interest” means, collectively, Current Interest and Deferred Interest.




          “Interest Payment Date” means a Quarterly Interest Payment Date during the Floating
Rate Period and a Semi-Annual Interest Payment Date during the Fixed Rate Period.




          “Interest Period” means a Quarterly Interest Period or a Semi-Annual Interest Period,
as the case may be.




          “LIBOR Determination Date” has the meaning set forth in the definition of “3-month
LIBOR Rate.”




          “London Banking Day” means any day on which commercial banks are open for general
business (including dealings in foreign exchange and foreign currency deposits) in London, England.




          “LoTSSM” has the meaning set forth in the recitals of this Eighth
Supplemental Indenture.




          “Make-Whole Optional Redemption Price” means, with respect to a Redemption Date, an
amount equal to (a) all unpaid Interest to but not including such Redemption Date, plus (b) the
greater of (i) 100% of the principal amount of the LoTSSM being redeemed and (ii) as
determined by the Independent Investment Banker, the sum of the present values of remaining
scheduled payments of principal and interest on the LoTSSM (exclusive of interest
accrued to the Redemption Date) being redeemed during the Remaining Life, discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus .50%. The Make-Whole Optional Redemption Price, calculated as provided
herein, shall be calculated and certified to the Trustee and the Company by an Independent
Investment Banker.




          “Optional Deferral” has the meaning set forth in Section 4.1(a).




          “Optional Deferral Period” means the period of time commencing on an Interest Payment
Date with respect to which the Company has optionally deferred payment of Interest pursuant to
Section 4.1(a) and ending upon the earlier of (a) the Interest Payment Date on which all Deferred
Interest and Current Interest to such Interest Payment Date shall have been paid and (b) the first
Interest Payment Date on which the Company shall have deferred payment of some or all of the
Interest due on a number of consecutive Interest Payment Dates with respect to consecutive Interest
Periods which, taken together as a single period, would exceed ten (10) consecutive years.




          “Optional Redemption Price” means, with respect to a Redemption Date, 100% of the
principal amount of the LoTSSM being redeemed plus all unpaid Interest thereon to but
not including such Redemption Date.




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          “Parent Guarantor” means the Person named as the “Parent Guarantor” in the preamble of
this Eighth Supplemental Indenture until a successor Person shall have become such pursuant to the
applicable provisions of the Indenture, and thereafter “Parent Guarantor” shall mean such successor
Person.




          “Primary Treasury Dealer” has the meaning set forth in the definition of “Reference
Treasury Dealer.”




          “Quarterly Interest Payment Date” means each February 1, May 1, August 1, and November
1 during the Floating Rate Period, commencing November 1, 2016; provided, however,
that if any such day is not Business Day, then the Quarterly Interest Payment Date shall be the
immediately succeeding Business Day (except if such next succeeding Business Day falls in the next
succeeding calendar year, then such payment shall be made on the immediately preceding Business
Day).




          “Quarterly Interest Period” means each period commencing on a Quarterly Interest
Payment Date and continuing to but not including the next succeeding Quarterly Interest Payment
Date (except that the first Quarterly Interest Period will commence on August 1, 2016).




          “Reference Banks” has the meaning set forth in the definition of “3-month LIBOR Rate.”




          “Redemption Price” means, (a) in the case of redemption of the LoTSSM
pursuant to Section 3.1(a), the Optional Redemption Price and (b) in the case of redemption of the
LoTSSM pursuant to Section 3.1(b), the Make-Whole Optional Redemption Price.




          “Reference Treasury Dealer” means (a) Wachovia Capital Markets, LLC (and its
successors) and (b) one other primary U.S. government securities dealer in New York, New York
selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”);
provided, however, that if either of the foregoing is not a Primary Treasury Dealer
at the time the Make-Whole Optional Redemption Price is being calculated hereunder, the Company
will substitute therefor another Primary Treasury Dealer.




          “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any Redemption Date for the LoTSSM, an average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue for the LoTSSM (expressed
in each case as a percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at or about 5:00 p.m., New York, New York time, on the third Business Day
preceding such Redemption Date.




          “Remaining Life” means the period of time from the date on which the LoTSSM
are redeemed to August 1, 2016.




          “Reset Date” has the meaning set forth in the definition of “3-month LIBOR Rate.”




          “Semi-Annual Interest Period” means each period commencing on a Semi-Annual Interest
Payment Date and continuing to but not including the next succeeding Semi-Annual

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Interest Payment Date (except that the first Semi-Annual Interest Period will begin on July 18,
2006.




          “Semi-Annual Interest Payment Date” means each February 1 and August 1 during the
Fixed Rate Period, commencing February 1, 2007; provided, however, that if any such
day is not Business Day, then the Semi-Annual Interest Payment Date shall be the immediately
succeeding Business Day.




          “Senior Indebtedness” means, with respect to any Person, the principal of, any
interest and premium, if any, on and any other payments in respect of any of the following, whether
currently outstanding or hereafter created or incurred: (a) (i) indebtedness of such Person for
borrowed money; (ii) indebtedness of such Person evidenced by securities, bonds, notes, and
debentures, including any of the same that are subordinated, issued under credit agreements,
indentures or other similar instruments (other than this Eighth Supplemental Indenture) and other
similar instruments, other than, in the case of the Company, the LoTSSM; (iii)
obligations of such Person arising from or with respect to guarantees and direct credit
substitutes, other than, in the case of the Parent Guarantor, the Parent Guarantor’s obligations
under the Guarantee; (iv) obligations of such Person arising from or with respect to hedges and
derivative products (including, but not limited to, interest rate, commodity, and foreign exchange
contracts); (v) capital lease obligations of such Person; (vi) all of the obligations of such
Person arising from or with respect to any letter of credit, banker’s acceptance, security purchase
facility, cash management arrangements or similar credit transactions; (vii) operating leases of
such Person (but only to the extent the terms of such leases expressly provide that the same
constitute “Senior Indebtedness”); and (viii) guarantees by such Person of any indebtedness or
obligations of others of the types described in clauses (i) through (vii) other than, in the case
of the Parent Guarantor, the Guarantee and (b) any modifications, refundings, deferrals, renewals,
or extensions of any of the foregoing or any other evidence of indebtedness issued in exchange
therefor; provided, however, that Senior Indebtedness shall not include the
obligations of such Person in respect of: (w) trade accounts payable of such Person; (x) any
indebtedness incurred by such Person for the purchase of goods or materials or for services
obtained in the ordinary course of business to the extent that the same is incurred from, and owed
to, the vendor of such goods or materials or the provider of such services; (y) any indebtedness or
other obligation of such Person which by the terms of the instrument creating or evidencing it is
expressly made equal in rank and payment with or subordinated to the LoTSSM or the
Guarantee, as the case may be; and (z) indebtedness owed by such Person to its Subsidiaries.




          “Telerate Page 3750” means the display designated on page 3750 on MoneyLine Telerate
(or on any successor or substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those provided on such page on the date hereof).




          “Treasury Yield” means, with respect to any Redemption Date applicable to the
LoTSSM, the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the third Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the applicable Comparable Treasury Price for the
Redemption Date.




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          “Trustee” means the Person named as the “Trustee” in the preamble of this Eighth
Supplemental Indenture until a successor Person shall have become such pursuant to the applicable
provisions of the Indenture, and thereafter “Trustee” shall mean such successor Person.




          Section 1.2 Rules of Construction. In addition to the Rules of Construction under Section 1.04 of
the Indenture, the following provisions also shall be applied wherever appropriate herein:




          (a) any references herein to a particular Section, Article, or Exhibit means a Section or
Article of, or an Exhibit to, this Eighth Supplemental Indenture unless otherwise expressly stated
herein; and




          (b) the Exhibits attached hereto are incorporated herein by reference and shall be considered
part of this Eighth Supplemental Indenture.




ARTICLE II




GENERAL TERMS AND CONDITIONS OF THE LoTSSM




          Section 2.1 Designation and Principal Amount. There is hereby authorized a series of Debt
Securities under the Indenture designated the “8.375% Fixed/Floating Rate Junior Subordinated Notes
due 2066,” limited in aggregate principal amount to $300,000,000, the amount of which shall be as
set forth in any written order of the Company for the authentication and delivery of
LoTSSM pursuant to Sections 2.04 and 2.05 of the Indenture. The LoTSSM shall
be issued in denominations of $1,000 in principal amount and integral multiples thereof.




          Section 2.2 Maturity. The principal amount of the LoTSSM shall be payable on the
maturity date of the LoTSSM, which is August 1, 2066.




          Section 2.3 Form. The LoTSSM and the Trustee’s certificate of authentication thereon
shall be substantially in the form of Exhibit A.




          The LoTSSM shall be issued only as Registered Securities. The LoTSSM
shall be originally issued in the form of one or more Global Securities (the “Book-Entry
LoTSSM”). Each of the Book-Entry LoTSSM shall represent such of the
Outstanding LoTSSM as shall be specified therein and shall provide that it shall
represent the aggregate amount of Outstanding LoTSSM from time to time endorsed thereon
and that the aggregate amount of Outstanding LoTSSM represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of Book-Entry LoTSSM to reflect the amount, or any increase or decrease in
the amount, of Outstanding LoTSSM represented thereby shall be made by the Trustee in
accordance with written instructions or such other written form of instructions as is customary for
the Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial
interest in such Book-Entry LoTSSM. The Company initially appoints DTC to act as
Depositary with respect to the Book-Entry LoTSSM.




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          Section 2.4 Registrar and Paying Agent. The Company initially appoints the Trustee as Registrar
and paying agent with respect to the LoTSSM. The office or agency in the City and State
of New York where the LoTSSM may be presented for registration of transfer or exchange
and the Place of Payment for the LoTSSM shall initially be Wells Fargo Corporate Trust,
c/o DTC 1st Floor, TADS Department, 55 Water Street, New York, New York 10041.




          Section 2.5 Transfer and Exchange. The transfer and exchange of Book-Entry LoTSSM or
beneficial interests therein shall be effected through the Depositary, in accordance with Section
2.15 of the Indenture and the rules and procedures of the Depositary therefor.




          Section 2.6 Interest Rates; Payment of Principal and Interest.




          (a) Rates.





     (i) Interest during the Fixed Rate Period. During the Fixed Rate Period, (A)
the outstanding principal amount of the LoTSSM and (B) to the extent permitted by
applicable law, any Deferred Interest or overdue interest thereon will bear interest at a
per annum rate equal to the Fixed Rate until the commencement of the Floating Rate Period
or, if earlier, until the principal thereof and all Interest thereon is paid, compounded
semi-annually and payable (subject to the provisions of Article IV) semi-annually, in
arrears on each Semi-Annual Interest Payment Date.




     (ii) Interest during the Floating Rate Period. During the Floating Rate
Period, (A) the outstanding principal amount of the LoTSSM and (B) to the extent
permitted by applicable law, any Deferred Interest or overdue interest thereon will bear
interest during each Quarterly Interest Period at a per annum rate equal to the applicable
Floating Rate for such period, until the principal thereof and all Interest thereon is paid,
compounded quarterly and payable (subject to the provisions of Article IV) quarterly in
arrears on each Quarterly Interest Payment Date. The Calculation Agent will calculate the
Floating Rate with respect to each Floating Rate Period and the amount of Interest payable
on each Quarterly Interest Payment Date as promptly as practicable according to the
appropriate method described herein. Promptly upon such determination, the Calculation
Agent will notify the Company and the Trustee of the Floating Rate for the Floating Rate
Period and the amount of Interest payable to each Holder on each Quarterly Interest Payment
Date. The Floating Rate determined by the Calculation Agent, absent manifest error, will be
binding and conclusive upon the beneficial owners and Holders of the LoTSSM, the
Company and the Trustee.



          (b) Payment of Interest to Record Holders of the Book-Entry LoTSSM. Payments
of principal of, premium, if any, and Interest due on the LoTSSM representing Book-Entry
LoTSSM on any Interest Payment Date, upon redemption or at maturity will be made
available to the Trustee by 11:00 a.m., New York City time, on the applicable maturity date,
Redemption Date, or Interest Payment Date, unless such date falls on a day which is not a Business
Day, in which case such payments will be made available to the Trustee by 11:00 a.m., New York City
time, on the next succeeding Business Day; provided, however, that, during the
Floating Rate Period, if such next succeeding Business Day falls in the next succeeding calendar
year, then such payments will be made available to the Trustee by 11:00 a.m., New York City



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time, on the immediately preceding Business Day. As soon as possible thereafter, the Trustee will
make such payments to the Depositary. Other than in connection with the maturity or early
redemption of the LoTSSM or in connection with payment of Defaulted Interest, Interest
on the LoTSSM may be paid only on an Interest Payment Date. The regular record date for
Interest payable on the LoTSSM on any Interest Payment Date during the Fixed Rate Period
shall be the January 15 or July 15, as the case may be, immediately preceding such Interest Payment
Date and during the Floating Rate Period shall be the January 15, April 15, July 15 or October 15,
as the case may be, immediately preceding such Interest Payment Date.




          (c) The amount of Interest payable on any Interest Payment Date during the Fixed Rate Period
will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of
Interest payable on any Interest Payment Date during the Floating Rate Period will be computed on
the basis of a 360-day year and the actual number of days elapsed. During the Floating Rate
Period, the amount of Interest payable to any Holder of the LoTSSM on any Interest
Payment Date will be computed by multiplying (i) the applicable Floating Rate in effect for the
Quarterly Interest Period or portion thereof in respect of which the Interest payment is made by
(ii) a fraction, (A) the numerator of which will be the actual number of days in such Quarterly
Interest Period (or portion thereof) (determined by including the first day thereof and excluding
the last day thereof) and (B) the denominator of which will be 360, and (iii) multiplying the
product obtained thereby by the sum of (A) Outstanding principal amount of the LoTSSM
held by such Holder and (B) the amount of any Deferred Interest then existing in respect of such
LoTSSM held by such Holder on the first day of the related Interest Period.




          (d) To the extent permitted by applicable law, Interest not paid when due hereunder,
including, without limitation, all Deferred Interest and overdue Interest, shall in accordance with
Section 2.6(a), until paid, compound (i) semi-annually at the Fixed Rate on each Semi-Annual
Interest Payment Date during the Fixed Rate Period and (ii) quarterly at the applicable Floating
Rate on each Quarterly Interest Payment Date during the Floating Rate Period.




          (e) If the Company shall make a partial payment of Interest on any Interest Payment Date, such
payment shall, with respect to the LoTSSM, be applied, first, to Deferred Interest until
all such Deferred Interest has been paid and, second, to any Current Interest.




          (f) To the extent that the provisions of this Section 2.6 are inconsistent with the provisions
of Article II of the Indenture, the provisions of this Section 2.6 shall control.




ARTICLE III




REDEMPTION OF THE LoTSSM




          Section 3.1 Optional Redemption. Subject to the provisions of Article III of the Indenture, the
Company shall have the option to redeem the LoTSSM for cash:




          (a) in whole or in part, at any time and from time to time prior to August 1, 2016, at the
Make-Whole Optional Redemption Price; and




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          (b) in whole or in part, at any time and from time to time on or after August 1, 2016, at the
Optional Redemption Price.




          Section 3.2 Certain Redemption Procedures. LoTSSM called for optional redemption shall
become due on the Redemption Date. Notices of optional redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to each Holder of the LoTSSM to be
redeemed at its registered address. The notice of optional redemption for the LoTSSM
will state, among other things, the amount of LoTSSM to be redeemed, the Redemption
Date, the method of calculating such Redemption Price, and the place(s) that payment will be made
upon presentation and surrender of LoTSSM to be redeemed. Unless the Company defaults
in payment of the Redemption Price, interest will cease to accrue on the Redemption Date with
respect to any LoTSSM that have been called for optional redemption. If less than all
the LoTSSM are redeemed at any time, the Trustee will select the LoTSSM to be
redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate.




          The LoTSSM may be redeemed in part only in principal amounts that are integral
multiples of $1,000.




          Section 3.3 No Sinking Fund. The LoTSSM will not be entitled to the benefit of any
sinking fund.




ARTICLE IV




DEFERRAL OF INTEREST




          Section 4.1 Optional Deferral of Interest.




          (a) The Company shall have the right, at any time and from time to time during the term of the
LoTSSM, to elect to defer payment of all or any portion of any Current Interest and/or
Deferred Interest otherwise due on the LoTSSM on any Interest Payment Date
(“Optional Deferral”); provided, however, that the Company may not (i)
elect to defer payment of Interest if an Event of Default has occurred and is continuing as of the
date of the Company’s notice of its election to the Trustee, (ii) elect to defer payment of any
Interest otherwise due on any Interest Payment Date if the Company has deferred payment of some or
all of the Interest due on a number of consecutive Interest Payment Dates with respect to a number
of consecutive Interest Periods which, taken together as a single period, would exceed ten (10)
consecutive years, or (iii) elect to defer payment of any Interest due on the maturity date of the
LoTSSM, or, with respect to any LoTSSM being redeemed, on the Redemption Date
for such LoTSSM. No Interest on the LoTSSM shall be due and payable on any
Interest Payment Date during an Optional Deferral Period; however, Interest shall accrue on the
LoTSSM during such period in accordance with Sections 2.6(a) and 2.6(d).




          (b) Following the termination of an Optional Deferral Period pursuant to clause (a) of the
definition of Optional Deferral Period, the Company may again elect pursuant to Section 4.1(a) to
make an Optional Deferral of Interest.




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          (c) On the Interest Payment Date on which the Company desires to terminate an Optional
Deferral Period, the Company shall pay all Deferred Interest and Current Interest due on such
Interest Payment Date. Such Interest shall be payable to the Holders of the LoTSSM in
whose names the LoTSSM are registered in the Debt Security Register for the
LoTSSM on the record date with respect to such Interest Payment Date.




          Section 4.2 Notice of Deferrals.




          (a) The Company shall give written notice to the Trustee of any
election of an Optional Deferral pursuant to Section 4.1 not fewer than ten (10) nor more
than sixty (60) Business Days prior to the applicable Interest Payment Date for which Interest on
the LoTSSM will be deferred, other than an Optional Deferral in the circumstances
described in Section 4.2(b). The Trustee shall forward such written notice promptly to each Holder
of the LoTSSM.




          (b) In the case of an election of an Optional Deferral pursuant to Section 4.1 when the
Company or the Parent Guarantor would be prohibited pursuant to Section 12.03 of the Indenture from
paying Interest on the LoTSSM, the Company shall give written notice to the Trustee of
such election of an Optional Deferral not later than the time monies in respect of the Interest
payment on the applicable Interest Payment Date must be made available to the Trustee pursuant to
Section 2.6(b) hereof. The Trustee shall forward such written notice promptly to each Holder of
the LoTSSM.




ARTICLE V




CERTAIN COVENANTS




          Section 5.1 Covenants in Indenture. Holders of the LoTSSM shall not have the benefit
of and shall not be entitled to enforce the covenants contained in Sections 4.12 and 4.13 of the
Indenture.




          Section 5.2 Restricted Payments.




          (a) Unless each of the following conditions has been satisfied:





     (1) all unpaid Deferred Interest on the LoTSSM has been paid in full
as of the most recent Interest Payment Date;




     (2) no Event of Default has occurred and is continuing; and




     (3) the Parent Guarantor is not in default of its obligations under the
Guarantee;


then, subject to Section 5.2(b), (i) the Company and the Parent Guarantor will not declare or make
any distributions with respect to, or redeem, purchase, or make a liquidation payment with respect
to, any of their respective equity securities and (ii) the Company and the Parent Guarantor will
not, and will cause their respective Subsidiaries not to (A) make any payment of interest,
principal, or premium, if any, on or repay, repurchase, or redeem any of the Company’s debt
securities (including securities similar to LoTSSM) that contractually rank equally with
or





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junior to the LoTSSM or (B) make any guarantee payments with respect to the
securities described in clause (ii)(A) of this subsection (a).




          (b) Notwithstanding the provisions of Section 5.2(a), the Company, the Parent Guarantor and
any of their respective Subsidiaries may take any of the following actions at any time, including
during an Optional Deferral Period: (i) make any distribution, redemption, liquidation, interest,
principal, or guarantee payment in the form of their respective equity securities; (ii) make any
regularly scheduled distribution payments declared prior to the occurrence of the relevant event
described in paragraphs (1) through (3) of Section 5.2(a) or the commencement of such Optional
Deferral Period; (iii) make any repurchases, redemptions, or other acquisitions of their respective
equity securities in connection with any employee benefit plans or any other contractual obligation
entered into prior to the occurrence of the relevant event described in paragraphs (1) through (3)
of Section 5.2(a) or the commencement of such Optional Deferral Period; (iv) make payments under
(1) the LoTSSM and securities similar to the LoTSSM that are pari passu with
the LoTSSM and (2) the Guarantee and similar guarantees associated with
any instruments that are pari passu with the LoTSSM, in each case, so long as any
such payments are made on a pro rata basis with the LoTSSM and the Guarantee,
respectively; (v) make payments or distributions in connection with a reclassification of their
respective equity securities, provided, however, that such reclassification does
not result in the issuance of securities senior to the LoTSSM; and (vi) purchase
fractional interests of their respective equity securities in connection with any split,
reclassification, or similar transaction.




          (c) For the avoidance of doubt, nothing contained herein shall prevent the Company or the
Parent Guarantor from issuing any other securities, whether senior to, pari passu with or
subordinated to the LoTSSM, including securities having covenants and provisions the
same as or similar to those applicable to the LoTSSM.




ARTICLE VI




SUBORDINATION




          Section 6.1 Agreement to Subordinate. The LoTSSM shall be subordinated to
all Senior Indebtedness (as defined in this Eighth Supplemental Indenture) of the Company on the
terms and subject to the conditions set forth in Article XII of the Indenture, and each Holder of
LoTSSM issued hereunder by such Holder’s acceptance thereof acknowledges and agrees that
all LoTSSM shall be issued subject to the provisions of this Article VI and such Article
XII and that each Holder of LoTSSM, whether upon original issuance or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions. The LoTSSM shall
be “Subordinated Debt Securities” as such term is used in the Indenture, and, for purposes of the
LoTSSM only, and not for purposes of any other Debt Securities, all references in the
Indenture to Senior Indebtedness of the Company shall mean Senior Indebtedness of the Company as
defined in this Eighth Supplemental Indenture.




          Section 6.2 Amendment and Restatement of Section 12.02 of the Base Indenture. For
purposes of the LoTSSM only, and not for purposes of any other Debt Securities, Section
12.02 of the Base Indenture is hereby amended and restated in its entirety to read as follows:




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          Section 12.02 Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of the Company to creditors upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:




          (a) holders of Senior Indebtedness of the Company shall be entitled to receive
payment in full in cash of such Senior Indebtedness (including interest (if any),
accruing on or after the commencement of a proceeding in bankruptcy, whether or not
allowed as a claim against the Company in such bankruptcy proceeding) before Holders
of Subordinated Debt Securities of the
Company shall be entitled to receive any payment of principal of, or premium,
if any, or Interest on, the Subordinated Debt Securities; and




          (b) until the Senior Indebtedness of the Company is paid in full, any such
distribution to which Holders of Subordinated Debt Securities would be entitled but
for this Article XII shall be made to holders of Senior Indebtedness of the Company
as their interests may appear, except that such Holders may receive securities
representing partnership interests of the Company and any debt securities of the
Company that are subordinated to Senior Indebtedness of the Company to at least the
same extent as the Subordinated Debt Securities of the Company.




Upon any payment or distribution of the assets of any Guarantor to creditors upon a
total or partial liquidation or a total or partial dissolution of such Guarantor or
in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to such Guarantor or its property:




          (a) holders of Senior Indebtedness of such Guarantor shall be entitled to
receive payment in full in cash of such Senior Indebtedness (including interest (if
any), accruing on or after the commencement of a proceeding in bankruptcy, whether
or not allowed as a claim against such Guarantor in such bankruptcy proceeding)
before Holders of Subordinated Debt Securities shall be entitled to receive, under
such Guarantor’s guarantee of such Subordinated Debt Securities, any payment of
principal of, or premium, if any, or interest on, the Subordinated Debt Securities;
and




          (b) until the Senior Indebtedness of such Guarantor is paid in full, any such
distribution to which Holders of Subordinated Debt Securities would be entitled
under such Guarantor’s guarantee but for this Article XII shall be made to holders
of Senior Indebtedness of such Guarantor as their interests may appear, except that
such Holders may receive securities representing partnership interests of such
Guarantor and any debt securities of such Guarantor that are subordinated to Senior
Indebtedness of such Guarantor to at least the same extent as the guarantee of the
Subordinated Debt Securities of such Guarantor.




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          Section 6.3 Amendment and Restatement of Section 12.03 of the Base Indenture. For
purposes of the LoTSSM only, and not for purposes of any other Debt Securities, Section
12.03 of the Base Indenture is hereby amended and restated in its entirety to read as follows:





          Section 12.03 Default on Senior Indebtedness. The Company may not pay
the principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or make any deposit pursuant to Article XI and may not repurchase, redeem
or otherwise retire (except, in the case of Subordinated Debt Securities
that provide for a mandatory sinking fund pursuant to Section 3.05, by the
delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to
the first paragraph of Section 3.06) any Subordinated Debt Securities (collectively,
“pay the Subordinated Debt Securities”) if (a) any principal, premium or interest in
respect of Senior Indebtedness of the Company is not paid when due, including any
applicable grace period (including at maturity) or (b) any other default on Senior
Indebtedness of the Company occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, the default has
been cured or waived and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company may
pay the Subordinated Debt Securities without regard to the foregoing if the Company
and the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Indebtedness of the Company.
During the continuance of any default (other than a default described in clause (a)
or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness
of the Company pursuant to which the maturity thereof may be accelerated immediately
without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, the Company may not
pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”)
commencing upon the receipt by the Company and the Trustee of written notice of such
default from the Representative of any Designated Senior Indebtedness of the Company
specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and
ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated
by written notice to the Trustee and the Company from the Person or Persons who gave
such Blockage Notice, by repayment in full in cash of such Designated Senior
Indebtedness or because the default giving rise to such Blockage Notice is no longer
continuing). Notwithstanding the provisions described in the immediately preceding
sentence (but subject to the provisions contained in the first sentence of this
Section 12.03), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, the Company may resume payments on the Subordinated
Debt Securities after such Payment Blockage Period. Not more than one Blockage
Notice may be given in any consecutive 360-day period, irrespective of the number of
defaults with respect to any number of issues of Designated Senior Indebtedness
during such period, unless otherwise specified pursuant to Section 2.03 for the
Subordinated Debt Securities of a series; provided, however, that in no event may
the total number of



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days during which any Payment Blockage Period or Periods is in
effect exceed 179 days in the aggregate during any 360 consecutive day period. For
purposes of this Section 12.03, no default or event of default which existed or was
continuing on the date of the commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness of the Company initiating such Payment
Blockage Period shall be, or be made, the basis of the commencement of a subsequent
Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days.




          No Guarantor may make a payment or distribution in respect of its guarantee of
any Subordinated Debt Securities (“make a guarantee payment on Subordinated Debt
Securities”) if (a) any principal, premium or interest in respect of Senior
Indebtedness of such Guarantor is not paid when due, including any applicable grace
period (including at maturity) or (b) any other default on Senior Indebtedness of
such Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Senior Indebtedness has
been paid in full in cash; provided, however, that such Guarantor may make a
guarantee payment on the Subordinated Debt Securities without regard to the
foregoing if such Guarantor and the Trustee receive written notice approving such
payment from the Representative of each issue of Designated Senior Indebtedness of
such Guarantor. During the continuance of any default (other than a default
described in clause (a) or (b) of the preceding sentence) with respect to any
Designated Senior Indebtedness of such Guarantor pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such notice as
may be required to effect such acceleration) or the expiration of any applicable
grace periods, such Guarantor may not make a guarantee payment on Subordinated Debt
Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by
such Guarantor and the Trustee of written notice of such default from the
Representative of any Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and such Guarantor from the Person or Persons who gave such
Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness
or because the default giving rise to such Blockage Notice is no longer continuing).
Notwithstanding the provisions described in the immediately preceding sentence (but
subject to the provisions contained in the first sentence of this paragraph of this
Section 12.03), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, such Guarantor may resume payments under its
guarantee of any Subordinated Debt Securities after such Payment Blockage Period.
Not more than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to any number of issues of
Designated Senior Indebtedness during such



-16-









 







period, unless otherwise specified
pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided,
however, that in no event may the total number of days during which any Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during any
360 consecutive day period. For purposes of this Section 12.03, no default or event
of default which existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness of such
Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of
the
commencement of a subsequent Payment Blockage Period by the Representative of such
Designated Senior Indebtedness, whether or not within a period of 360 consecutive
days, unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.



ARTICLE VII




GUARANTEE OF THE LoTSSM




          Section 7.1 Guarantee of the LoTSSM. In accordance with Article XIV of the
Indenture, the LoTSSM, subject to Section 7.2, shall be fully, unconditionally and
absolutely guaranteed by the Parent Guarantor (the “Guarantee”) and are hereby designated
as entitled to the benefits of the Guarantee of the Parent Guarantor. Initially, there shall be no
Subsidiary Guarantors.




          Section 7.2 Subordination of Guarantee. The obligations of the Parent Guarantor under
the Guarantee shall be subordinated to all Senior Indebtedness (as defined in this Eighth
Supplemental Indenture) of the Parent Guarantor on the terms and subject to the conditions set
forth in Article XII of the Indenture, and each Holder of the LoTSSM issued hereunder by
such Holder’s acceptance thereof, acknowledges and agrees that the Guarantee shall be issued
subject to the provisions of this Section 7.2 and such Article XII and that each Holder of
LoTSSM, whether upon original issuance or upon transfer or assignment thereof, accepts
and agrees to be bound by such provisions. The Guarantee of the Parent Guarantor is a Guarantee of
Subordinated Debt Securities, and, for purposes of the LoTSSM only, and not for purposes
of any other Debt Securities, all references in the Indenture to Senior Indebtedness of the Parent
Guarantor shall mean Senior Indebtedness, as defined in this Eighth Supplemental Indenture, of the
Parent Guarantor.




ARTICLE VIII




APPLICABILITY OF DEFEASANCE AND COVENANT DEFEASANCE




          Section 8.1 Applicability of Defeasance and Covenant Defeasance. The
LoTSSM will be subject to satisfaction, defeasance and discharge pursuant to Article XI
of the Indenture in accordance with the provisions of such Article.




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ARTICLE IX




EVENTS OF DEFAULT AND REMEDIES OF THE TRUSTEE AND HOLDERS OF LoTSSM




          Section 9.1 Amendment and Restatement of Section 6.01 of the Base Indenture.
For purposes of the LoTSSM only, and not for purposes of any other Debt Securities,
Section 6.01 of the Base Indenture is hereby amended and restated in its entirety to read as
follows:





          Section 6.01 Events of Default. If any one or more of the following
shall have occurred and be continuing with respect to the LoTSSM (each of
the following an “Event of Default”):




          (a) failure to pay principal on the LoTSSM when due;




          (b) failure to pay Interest on the LoTSSM when due and such default
continues for thirty (30) days (it being understood that the deferral of Interest as
permitted by Article IV is not a default in payment of Interest on the
LoTSSM);




          (c) failure to pay Interest on the LoTSSM in full on the first
Interest Payment Date that is more than a period of ten (10) consecutive years after
the beginning of an Optional Deferral Period that has continued throughout such ten
(10) consecutive year period and is continuing;




          (d) the occurrence of a Bankruptcy Event with respect to the Company or the
Parent Guarantor; or




          (e) the Guarantee ceases to be in full force and effect or is declared null and
void in a judicial proceeding;




then, and in each and every case that an Event of Default described in clause (a),
(b), (c), and (e) with respect to the LoTSSM at the time Outstanding
occurs and is continuing, unless the principal of, premium, if any, and Interest on
all the LoTSSM shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
LoTSSM then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Holders), may, and the Trustee at the request of
such Holders shall, declare the principal of, premium, if any, and Interest on all
the LoTSSM to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable, anything
in the LoTSSM, the Indenture or in this Eighth Supplemental Indenture
contained to the contrary notwithstanding. If an Event of Default described in
clause (d) occurs, then and in each and every such case, unless the principal of,
premium, if any, and Interest on all the LoTSSM shall have become due and
payable, the principal of, premium, if any, and Interest on all the
LoTSSM then Outstanding hereunder shall ipso facto become and be
immediately due and payable without any declaration or other act



-18-









 







on the part of the
Trustee or any Holders, anything in the LoTSSM, the Indenture or in this
Eighth Supplemental Indenture contained to the contrary notwithstanding.




The Holders of a majority in aggregate principal amount of the
LoTSSM then Outstanding by written notice to the Trustee may rescind an
acceleration and
annul its consequences if the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction already rendered and if all existing
Events of Default with respect to the LoTSSM have been cured or waived
except nonpayment of principal, premium, if any, or Interest that has become due
solely because of acceleration. Upon any such rescission, the parties hereto shall
be restored respectively to their several positions and rights hereunder, and all
rights, remedies, and powers of the parties hereto shall continue as though no such
proceeding had been taken.



ARTICLE X




MISCELLANEOUS




          Section 10.1 Ratification of Base Indenture. The Base Indenture, as amended and
supplemented by this Eighth Supplemental Indenture, is in all respects ratified and confirmed, and
this Eighth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to
the extent herein and therein provided; provided, however, that the provisions of
this Eighth Supplemental Indenture apply solely with respect to the LoTSSM. The
Indenture shall, solely in respect of the LoTSSM, be deemed a “junior subordinated
indenture.”




          Section 10.2 No Recourse to General Partner. No recourse under or upon any
obligation, covenant, or agreement contained in this Eighth Supplemental Indenture or the Indenture
or for any claim based thereon or otherwise in respect thereof, shall be had (a) against the
General Partner or the general partner of the Parent Guarantor or any other partner of, or any
Person which owns an interest directly or indirectly in, the Company, the Parent Guarantor or such
general partners or (b) against any past, present, or future director, manager, officer, employee,
agent, member or partner, as such, of the Company, the Parent Guarantor or such general partners,
under any rule of law, statute, or constitutional provision or otherwise, all such liability being
expressly waived and released by the execution hereof by the Trustee and as part of the
consideration for the issuance of the LoTSSM.




          Section 10.3 Separateness. Each holder of LoTSSM by its acceptance thereof
acknowledges (a) the separateness as of the date hereof of the Company and the Parent Guarantor
from each other and from other Persons, (b) that each of the Company and the Parent Guarantor have
assets and liabilities that are separate from those of each other and from those of other Persons,
(c) that the LoTSSM and other obligations owing under the LoTSSM have not
been guaranteed by any Person, other than the Parent Guarantor and only to the extent explicitly
set forth herein, and (d) that, except as other Persons may expressly assume or guarantee any of
the LoTSSM or obligations thereunder, the Holders of the LoTSSM shall look
solely to the Company and its property and assets for the payment of any amounts payable pursuant
to the LoTSSM and for satisfaction of any obligations owing to the Holders of the
LoTSSM.




-19-









 








          Section 10.4 Trustee Not Responsible for Recitals. The recitals herein contained are
made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
Eighth Supplemental Indenture.




          Section 10.5 Governing Law. This Eighth Supplemental Indenture and the
LoTSSM shall be deemed to be a contract made under the internal laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of said State.




          Section 10.6 Time is of the Essence. Time is of the essence in performance of the
obligations under this Eighth Supplemental Indenture.




          Section 10.7 Separability. In case any one or more of the provisions contained in
this Eighth Supplemental Indenture or in the LoTSSM shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Eighth Supplemental Indenture or of the
LoTSSM, but this Eighth Supplemental Indenture and the LoTSSM shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.




          Section 10.8 Treatment of LoTSSM. By its acceptance of the
LoTSSM, each Holder and beneficial owner of the LoTSSM agrees to treat the
LoTSSM as indebtedness for all United States federal, state and local tax purposes.




          Section 10.9 Counterparts. This Eighth Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.




          Section 10.10 Withholding. Notwithstanding any other provision of the Indenture or
this Eighth Supplemental Indenture to the contrary, each Holder and beneficial owner of the
LoTSSM hereby authorizes the Company, if required by the Internal Revenue Code of 1986,
as amended, or by any other applicable legal requirement, to withhold any required amount from the
amounts payable by the Company hereunder to any Holder and/or beneficial owner of the
LoTSSM for payment to the appropriate taxing authority. Any amount so withheld from
such Person will be treated as a payment by the Company to such Person, except as otherwise
provided below. Each such Person agrees to file timely any agreement that is required by any
taxing authority in order
to avoid any withholding obligation that would otherwise be imposed on the Company. If the
amount required to be withheld with respect to such Person exceeds the amount payable to such
Person, such excess will be treated as a demand loan to such Person, payable within ten (10) days
after such time that the Company makes payment to the appropriate taxing authority and demand is
made on such Person to pay same.




-20-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be
duly executed and as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P., as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Randall Fowler
 

	 	 
	 

	 	 	 	W. Randall Fowler	 	 
	 

	 	 	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS PARTNERS L.P., as Parent Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Randall Fowler
 

	 	 
	 

	 	 	 	W. Randall Fowler	 	 
	 

	 	 	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Nancye Patterson	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:  Nancye Patterson	 	
	 

	 	 	 	 

	 	 
	 

	 	Title:  Vice President	 	 
	 

	 	 	 	 

	 	 






 









 





EXHIBIT A




FORM OF LoTSSM




(FORM OF FACE OF LoTSSM)



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”) (55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]*



[TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN.]*




	 	 	 
	 

	 	Principal Amount
	No.

	 	$                    , [which amount may be

increased or decreased by the Schedule

of Increases and Decreases in Global Security attached hereto.]*






ENTERPRISE PRODUCTS OPERATING L.P.




8.375% FIXED/FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2066




CUSIP                    




          ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (the “Company,”
which term includes any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to [Cede & Co.]* or its registered assigns, the principal sum of
                     U.S. dollars ($_________), [or such greater or lesser principal sum as is shown on
the attached Schedule of Increases and Decreases in Global Security]* on August 1, 2066
in such coin and currency of the United States of America as at the time of






 




			
	*	 	To be included in a Book-Entry Note.





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payment shall be legal tender for the payment of public and private debts, and to pay interest
as provided below.




          From July 18, 2006 through but not including August 1, 2016 (or, if earlier, until the
principal thereof is paid) (the “Fixed Rate Period”), the outstanding principal amount
hereof and (to the extent that payment of such interest is enforceable under applicable law) any
Deferred Interest or overdue installment of Interest hereon will bear interest at the per annum
rate of 8.375% payable (subject to the provisions of the Indenture more fully described on the
reverse hereof that permit the Company to elect to defer payments of Interest) semi-annually in
arrears on February 1 and August 1, of each year commencing on February 1, 2007, compounded
semi-annually through the end of the Fixed Rate Period. From August 1, 2016 through but not
including the maturity date hereof (or, if earlier, until the principal thereof is paid) (the
“Floating Rate Period”), the outstanding principal amount hereof and (to the extent that
payment of such interest is enforceable under applicable law) any Deferred Interest or overdue
installment of Interest hereon will bear interest during each Quarterly Interest Period at the
applicable Floating Rate for such Quarterly Interest Period calculated pursuant to the Indenture,
payable (subject to the provisions of the Indenture more fully described on the reverse hereof that
permit the Company to elect to defer payments of Interest) quarterly in arrears on each February 1,
May 1, August 1, and November 1, commencing November 1, 2016, compounded quarterly at such
prevailing Floating Rate through the end of the Floating Rate Period. Payments of Interest shall
be made to the person in whose name the LoTSSM are registered at the close of business
on the record date for such Interest Payment Date, which during the Fixed Rate Period shall be the
January 15 or July 15, as the case may be, immediately preceding each Interest Payment Date and
during the Floating Rate Period shall be the January 15, April 15, July 15, or October 15, as the
case may be, immediately preceding each Interest Payment Date (each, a “Regular Record
Date”).




          Reference is made to the further provisions of the LoTSSM set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as though fully set
forth at this place.




          The statements in the legends set forth in the LoTSSM are an integral part of the
terms of the LoTSSM and by acceptance hereof the Holder of the LoTSSM agrees
to be subject to, and bound by, the terms and provisions set forth in each such legend.




          The LoTSSM are a series of Debt Securities of an initial aggregate principal amount
of $300,000,000 designated as the 8.375% Fixed/Floating Rate Junior Subordinated Notes due 2066 of
the Company and are issued under and governed by the Indenture dated as of October 4, 2004 (the
“Base Indenture”), duly executed and delivered by the Company, as issuer, and Enterprise
Products Partners L.P., as parent guarantor (the “Parent Guarantor”), to Wells Fargo Bank,
National Association, as trustee (the “Trustee”), as supplemented by the Eighth
Supplemental Indenture dated as of July 18, 2006, duly executed by the Company, the Parent
Guarantor and the Trustee (the “Eighth Supplemental Indenture”, and together with the Base
Indenture, the “Indenture”). The terms of the Indenture are incorporated herein by
reference. Any term defined in the Indenture has the same meaning when used herein.




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          If and to the extent any provision of the Indenture limits, qualifies, or conflicts with any
other provision of the Indenture that is required to be included in the Indenture or is deemed
applicable to the Indenture by virtue of the provisions of the Trust Indenture Act of 1939, as
amended (the “TIA”), such required provision shall control.




          The Company hereby irrevocably undertakes to the Holder hereof to exchange the
LoTSSM in accordance with the terms of the Indenture without charge.




          The LoTSSM shall not be valid or become obligatory for any purpose until the
Trustee’s Certificate of Authentication hereon shall have been manually signed by the Trustee under
the Indenture.




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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its sole
General Partner.



Dated: July 18, 2006




	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION:




     This is one of the Debt Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






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[REVERSE OF SECURITY]




ENTERPRISE PRODUCTS OPERATING L.P.




8.375% FIXED/FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2066




     The LoTSSM are one of a duly authorized issue of Debt Securities of the Company
issued under and pursuant to the Indenture, to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties, and immunities thereunder of
the Trustee, the Company, the Parent Guarantor and the Holders of the Debt Securities. The Debt
Securities may be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different sinking, purchase or analogous funds (if any) and may otherwise
vary as provided in the Indenture. The LoTSSM are of a series designated as the 8.375%
Fixed/Floating Rate Junior Subordinated Notes due 2066 of the Company, in initial aggregate
principal amount of $300,000,000 (the “LoTSSM”).



1. Interest.




     During the Fixed Rate Period, the outstanding principal amount hereof and (to the extent that
payment of such interest is enforceable under applicable law) any Deferred Interest or overdue
installment of Interest hereon will bear interest at the per annum rate of 8.375% payable (subject
to the provisions of the Indenture relating to Interest deferrals more fully described below)
semi-annually in arrears on February 1 and August 1 of each year commencing on February 1, 2007,
compounded semi-annually through the end of the Fixed Rate Period. During the Floating Rate
Period, the outstanding principal amount hereof and (to the extent that payment of such interest is
enforceable under applicable law) any Deferred Interest or overdue installment of Interest hereon
will bear interest during each Quarterly Interest Period at the applicable Floating Rate for such
Quarterly Interest Period calculated pursuant to the Indenture, payable (subject to the provisions
of the Indenture relating to Interest deferrals more fully described below) quarterly in arrears on
each February 1, May 1, August 1 and November 1, commencing November 1, 2016, compounded quarterly
at such prevailing Floating Rate through the end of the Floating Rate Period.



     During the Fixed Rate Period, the amount of Interest payable on any Interest Payment Date will
be computed on the basis of a 360-day year of twelve 30-day months. During the Floating Rate
Period, the amount of any Interest payable on any Interest Payment Date will be computed on the
basis of a 360-day year and the actual number of days elapsed. In the event that any date on which
Interest is payable on this LoTSSM is not a Business Day, then a payment of the Interest
payable on such date will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), with the same force and effect as if
made on the date the payment was originally payable.




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2. Optional Deferral of Interest.




          Subject to the terms of the Indenture, the Company shall have the right, at any time and from
time to time during the term of the LoTSSM, to elect to defer payment of all or any
portion of any Current Interest and/or Deferred Interest otherwise due on the LoTSSM on
any Interest Payment Date. No Interest on the LoTSSM shall be due and payable on any
Interest Payment Date during an Optional Deferral Period; however, Interest shall accrue on the
LoTSSM during such period in accordance with the Eighth Supplemental Indenture.




3. Method of Payment.




          The Company shall pay interest on the LoTSSM (except Defaulted Interest) to the
persons who are the registered Holders at the close of business on the Regular Record Date
immediately preceding the Interest Payment Date. The Company shall pay principal, premium, if any,
and interest in such coin or currency of the United States of America as at the time of payment
shall be legal tender for payment of public and private debts. Payments in respect of a Global
Security (including principal, premium, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by the Depositary. Payments in respect of
LoTSSM in definitive form (including principal, premium, if any, and interest) will be
made at the office or agency of the Company maintained for such purpose within The City of New
York, which initially will be Wells Fargo Corporate Trust, c/o DTC, 1st Floor, TADS Department, 55
Water Street, New York, New York 10041, or, at the option of the Company, payment of interest may
be made by check mailed to the Holders on the relevant record date at their addresses set forth in
the Debt Security Register of Holders or at the option of the Holder, payment of interest on
LoTSSM in definitive form will be made by wire transfer of immediately available funds
to any account maintained in the United States, provided such Holder has requested such method of
payment and provided timely wire transfer instructions to the paying agent. The Holder must
surrender these LoTSSM to a paying agent to collect payment of principal.




4. Paying Agent and Registrar.




          Initially, Wells Fargo Bank, National Association will act as paying agent and Registrar. The
Company may change any paying agent or Registrar at any time upon notice to the Trustee and the
Holders. The Company may act as paying agent.




5. Indenture.




          The LoTSSM are one of a duly authorized issue of Debt Securities of the Company
issued and to be issued in one or more series under the Indenture.




          The terms of the LoTSSM include those stated in the Indenture, those made part of
the Indenture by reference to the TIA, as in effect on the date of the Base Indenture, and those
terms stated in the Eighth Supplemental Indenture. The LoTSSM are subject to all such
terms, and Holders of Securities are referred to the Indenture, the Eighth Supplemental Indenture
and the TIA for a statement of them. The LoTSSM are junior subordinated obligations of
the Company and are not secured by any of the assets of the Company.




A-6









 








6. Denominations; Transfer; Exchange.




          The LoTSSM are to be issued in registered form, without coupons, in denominations
of $1,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer
of, or exchange, LoTSSM in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.




7. Person Deemed Owners.




          The registered Holder of LoTSSM may be treated as the owner of it for all purposes.




8. Amendment; Supplement; Waiver.




          Subject to certain exceptions, the Indenture may be amended or supplemented, and any existing
Event of Default or compliance with any provision may be waived, with the consent of the Holders of
a majority in principal amount of the Outstanding LoTSSM. Without consent of any Holder
of LoTSSM, the parties thereto may amend or supplement the Indenture to, among other
things, cure any ambiguity or omission, to correct any defect or inconsistency, or to make any
other change that does not adversely affect the rights of any Holder of LoTSSM. Any
such consent or waiver by the Holder of these LoTSSM (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners
of these LoTSSM and any LoTSSM which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is made upon these
LoTSSM or such other LoTSSM.




9. Defaults and Remedies.




          Certain events of bankruptcy or insolvency are Events of Default that will result in the
principal amount of the LoTSSM, together with premium, if any, and Interest thereon,
becoming due and payable immediately upon the occurrence of such Events of Default. If any other
Event of Default with respect to the LoTSSM occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in aggregate principal amount of the
LoTSSM then Outstanding may declare the principal amount of all the LoTSSM,
together with premium, if any, and Interest thereon, to be due and payable immediately in the
manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence,
however, if at any time after such a declaration of acceleration has been made, the Holders of a
majority in principal amount of the Outstanding LoTSSM, by written notice to the
Trustee, may rescind such declaration and annul its consequences if the rescission would not
conflict with any judgment or decree of a court already rendered and if all Events of Default with
respect to the LoTSSM, other than the nonpayment of the principal, premium, if any, or
Interest which has become due solely by such declaration acceleration, shall have been cured or
shall have been waived. No such rescission shall affect any subsequent default or shall impair any
right consequent thereon. Holders of LoTSSM may not enforce the Indenture or the
LoTSSM except as provided in the Indenture. The Trustee may require indemnity or
security satisfactory to it before it enforces the Indenture or the




A-7









 







LoTSSM. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the LoTSSM then Outstanding may direct the Trustee in its exercise of any
trust or power.




10. Trustee Dealings with Company.




          The Trustee under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates or any subsidiary of
the Company’s Affiliates, and may otherwise deal with the Company or its Affiliates as if it were
not the Trustee.




11. Authentication.




          These LoTSSM shall not be valid until the Trustee signs the certificate of
authentication on the other side of these LoTSSM.




12. Abbreviations and Defined Terms.




          Customary abbreviations may be used in the name of a Holder of LoTSSM or an
assignee, such as: TEN COM (tenant in common), TEN ENT (tenants by the entireties), JT TEN (joint
tenants with right of survivorship and not as tenants in common), CUST (Custodian), and U/G/M/A
(Uniform Gifts to Minors Act).




13. CUSIP Numbers.




          Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification
Procedures, the Company has caused CUSIP numbers to be printed on the LoTSSM as a
convenience to the Holders of the LoTSSM. No representation is made as to the accuracy
of such number as printed on the LoTSSM and reliance may be placed only on the other
identification numbers printed hereon.




14. Absolute Obligation.




          No reference herein to the Indenture and no provision of the LoTSSM or the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on these LoTSSM in the manner, at
the respective times, at the rate and in the coin or currency herein prescribed.




15. No Recourse.




          The General Partner and the general partner of the Parent Guarantor and their respective
directors, officers, employees, and members, as such, shall have no liability for any obligations
of any Guarantor or the Company under the LoTSSM, the Indenture, or any Guarantee or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting the LoTSSM waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the LoTSSM.




A-8









 








16. Ranking.




          The LoTSSM rank junior and subordinate in rank and priority of payment to all of
the Company’s Senior Indebtedness as more fully provided in Article XII of the Indenture and
Article VI of the Eighth Supplemental Indenture.




17. Governing Law.




          The LoTSSM shall be construed in accordance with and governed by the laws of the
State of New York.




18. Guarantee.




          Subject to Article XII of the Indenture and Articles VI and VII of the Eighth Supplemental
Indenture, the LoTSSM are fully and unconditionally guaranteed on an unsecured basis by
the Parent Guarantor. The Parent Guarantor’s obligations under the Guarantee rank junior and
subordinate in rank and priority of payment to all of the Parent Guarantor’s Senior Indebtedness.




19. Reliance.




               The Holder, by accepting these LoTSSM, acknowledges and affirms that (i) it has
purchased the LoTSSM in reliance upon the separateness of Parent Guarantor and the
general partner of Parent Guarantor from each other and from any other Persons, including EPCO,
Inc., and (ii) Parent Guarantor and the general partner of Parent Guarantor have assets and
liabilities that are separate from those of other Persons, including EPCO, Inc.



A-9









 





NOTATION OF GUARANTEE




          Subject to Article XII of the Indenture and Articles VI and VII of the Eighth Supplemental
Indenture, the Parent Guarantor (which term includes any successor Person under the Indenture), has
fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture, the due and punctual payment of the principal of, and
premium, if any, and interest on the LoTSSM and all other amounts due and payable
(subject to the right of the Company to defer Interest payments on the terms and conditions set
forth in Section 4.1 of the Eighth Supplemental Indenture) under the Indenture by the Company. The
Parent Guarantor’s obligations under such guarantee rank junior and subordinate in rank and
priority of payment to all of the Parent Guarantor’s Senior Indebtedness and constitute a guarantee
of Subordinated Debt Securities for all purposes under the Indenture.




          The obligations of the Parent Guarantor to the Holders of Securities and to the Trustee
pursuant to its Guarantee and the Indenture are expressly set forth in Article XIV of the
Indenture, and are subject to the provisions of Article XII of the Indenture and Section 7.2 of the
Eighth Supplemental Indenture, and reference is hereby made to such documents for the precise terms
of the Guarantee.




	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products GP, LLC,	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





A-10









 






ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT -	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

(Cust.)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	TEN ENT

	 	-
	 	as tenants by entireties
	 	Custodian for:	 	 	 	 
	 

	 	 	 	 	 	 

         (Minor)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	JT TEN

	 	-
	 	as joint tenants with
right of survivorship 
and
not as tenants in common
	 	under Uniform Gifts
to Minors Act
of	 	 	 	 
	 

	 	 	 	 	 	 

(State)

	 	 






Additional abbreviations may also be used though not in the above list.




 






ASSIGNMENT




          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




PLEASE INSERT SOCIAL SECURITY OR OTHER




          IDENTIFYING NUMBER OF ASSIGNEE




 






 
Please print or type name and address including postal zip code of assignee




 





 





the within Security and all rights thereunder, hereby irrevocably constituting and appointing




 





to transfer said Security on the books of the Company, with full power of substitution in the
premises.




	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Registered Holder
	 	 






A-11









 






SCHEDULE OF INCREASES OR DECREASES

IN GLOBAL SECURITIES*




          The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	Principal Amount	 	 	 	 
	 	 	Decrease in	 	 	Increase in	 	 	of this Global	 	 	Signature of	 
	 	 	Principal	 	 	Principal Amount	 	 	Security following	 	 	authorized officer	 
	 	 	Amount of this	 	 	of this	 	 	such decrease	 	 	of Trustee or	 
	Date of Exchange	 	Global Security	 	 	Global Security	 	 	(or increase)	 	 	Depositary	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	To be included in a Book-Entry Note.






A-12