exv4w3






Exhibit 4.3




 

 






ENTERPRISE PRODUCTS OPERATING LLC




AS ISSUER,




ENTERPRISE PRODUCTS PARTNERS L.P.




AS PARENT GUARANTOR,




and




WELLS FARGO BANK,




NATIONAL ASSOCIATION,




AS TRUSTEE



 





FOURTEENTH SUPPLEMENTAL INDENTURE




Dated as of December 8, 2008




to




Indenture dated as of October 4, 2004



 





$500,000,000




9.75% Senior Notes due 2014




 

 






 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.1

	 	Form
	 	 	2	 
	SECTION 1.2

	 	Title, Amount and Payment of Principal and Interest
	 	 	2	 
	SECTION 1.3

	 	Registrar and Paying Agent
	 	 	3	 
	SECTION 1.4

	 	Transfer and Exchange
	 	 	3	 
	SECTION 1.5

	 	Guarantee of the Notes
	 	 	3	 
	SECTION 1.6

	 	Defeasance and Discharge
	 	 	3	 
	SECTION 1.7

	 	Amendment to Section 4.12 of the Original Indenture
	 	 	3	 
	SECTION 1.8

	 	Amendment to Section 4.13 of the Original Indenture
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REDEMPTION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.1

	 	Redemption
	 	 	4	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.1

	 	Table of Contents, Headings, etc.
	 	 	4	 
	SECTION 3.2

	 	Counterpart Originals
	 	 	4	 
	SECTION 3.3

	 	Governing Law
	 	 	5	 
	 
	 	 	 	 	 	 
	Exhibit A

	 	Form of Note
	 	 	A-1	 






i









 





     THIS FOURTEENTH SUPPLEMENTAL INDENTURE dated as of December 8, 2008, is among Enterprise
Products Operating LLC, a Texas limited liability company (the “Issuer”), Enterprise Products
Partners L.P., a Delaware limited partnership (the “Parent Guarantor”), and Wells Fargo Bank,
National Association, a national banking association, as trustee (the “Trustee”). Each capitalized
term used but not defined in this Fourteenth Supplemental Indenture shall have the meaning assigned
to such term in the Original Indenture (as defined below).



RECITALS:




     WHEREAS, Enterprise Products Operating L.P. and the Parent Guarantor have executed and
delivered to the Trustee an Indenture, dated as of October 4, 2004 (the “Original Indenture”),
providing for the issuance by Enterprise Products Operating L.P. 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 (the “Guarantee”);



     WHEREAS, the Issuer and the Parent Guarantor have executed and delivered to the Trustee a
Tenth Supplemental Indenture, dated as of June 30, 2007, providing for the Issuer as the successor
issuer (the Original Indenture together with the Tenth Supplemental Indenture, the “Base
Indenture”);



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



     WHEREAS, the Issuer has duly authorized and desires to cause to be issued pursuant to the Base
Indenture and this Fourteenth Supplemental Indenture a new series of Debt Securities designated the
“9.75% Senior Notes due 2014” (the “Notes”), all of such Notes to be guaranteed by the Parent
Guarantor as provided in Article XIV of the Original Indenture;



     WHEREAS, the Issuer desires to cause the issuance of the Notes pursuant to Sections 2.01 and
2.03 of the Original Indenture, which sections permit the execution of indentures supplemental
thereto to establish the form and terms of Debt Securities of any series;



     WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Issuer and the Parent
Guarantor have requested that the Trustee join in the execution of this Fourteenth Supplemental
Indenture to establish the form and terms of the Notes;



     WHEREAS, all things necessary have been done to make the Notes, when executed by the Issuer
and authenticated and delivered hereunder and under the Base Indenture and duly issued by the
Issuer, and the Guarantee of the Parent Guarantor, when the Notes are duly issued by the Issuer,
the valid obligations of the Issuer and the Parent Guarantor, respectively, and to make this
Fourteenth Supplemental Indenture a valid agreement of the Issuer and the Parent Guarantor
enforceable in accordance with its terms.



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



 









 





ARTICLE I

THE NOTES




     SECTION 1.1 Form.



     The Notes and the Trustee’s certificate of authentication shall be substantially in the form
of Exhibit A to this Fourteenth Supplemental Indenture, which is hereby incorporated into
this Fourteenth Supplemental Indenture. The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Fourteenth Supplemental Indenture and to
the extent applicable, the Issuer, the Parent Guarantor and the Trustee, by their execution and
delivery of this Fourteenth Supplemental Indenture, expressly agree to such terms and provisions
and to be bound thereby.



     The Notes shall be issued only as Registered Securities. The Notes shall be issued upon
original issuance in whole in the form of one or more Global Securities (the “Book-Entry Notes”).
Each Book-Entry Note shall represent such of the Outstanding Notes as shall be specified therein
and shall provide that it shall represent the aggregate amount of Outstanding Notes from time to
time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Book-Entry Note to reflect the amount, or any increase or decrease in the
amount, of Outstanding Notes 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 the
Book-Entry Note.



     The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Book-Entry Notes.



     SECTION 1.2 Title, Amount and Payment of Principal and Interest.



     The Notes shall be entitled the “9.75% Senior Notes due 2014.” The Trustee shall authenticate
and deliver (i) the Notes for original issue on the date hereof (the “Original Notes”) in the
aggregate principal amount of $500 million and (ii) additional Notes for original issue from time
to time after the date hereof in such principal amounts as may be specified in the Company Order
described in this sentence, provided that no such additional Notes may be issued at a price that
would cause such Notes to have “original issue discount” within the meaning of the Internal Revenue
Code of 1986, as amended, in each case upon a Company Order for the authentication and delivery
thereof and satisfaction of the other provisions of Section 2.05 of the Original Indenture. Such
order shall specify the amount of the Notes to be authenticated, the date on which the original
issue of Notes is to be authenticated, and the name or names of the initial Holder or Holders. The
aggregate principal amount of Notes that may be outstanding at any time may not exceed $500 million
plus such additional principal amounts as may be issued
and authenticated pursuant to clause (ii) of this paragraph (except as provided in Section
2.09 of the Original Indenture).



     The principal amount of each Note shall be payable on January 31, 2014. Each Note shall bear
interest from the date of original issuance, or the most recent date to which interest has



2









 







been
paid, at the fixed rate of 9.75% per annum. The dates on which interest on the Notes shall be
payable shall be January 31 and July 31 of each year, commencing January 31, 2009 in the case of
the Original Notes (the “Interest Payment Dates”). The regular record date for interest payable on
the Notes on any Interest Payment Date shall be January 15 or July 15 (the “Regular Record Date”),
as the case may be, next preceding such Interest Payment Date.



     Payments of principal of, premium, if any, and interest due on the Notes representing
Book-Entry Notes on any Interest Payment Date or at maturity will be made available to the Trustee
by 11:00 a.m., New York City time, on such 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 Business Day. As soon as possible thereafter, the Trustee will make
such payments to the Depositary.



     SECTION 1.3 Registrar and Paying Agent.



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



     SECTION 1.4 Transfer and Exchange.



     The transfer and exchange of Book-Entry Notes or beneficial interests therein shall be
effected through the Depositary, in accordance with Section 2.15 of the Original Indenture and the
rules and procedures of the Depositary therefore.



     SECTION 1.5 Guarantee of the Notes.



     In accordance with Article XIV of the Original Indenture, the Notes will be fully,
unconditionally and absolutely guaranteed on an unsecured, unsubordinated basis by the Parent
Guarantor. Initially, there will be no Subsidiary Guarantors.



     SECTION 1.6 Defeasance and Discharge.



     The Notes shall be subject to satisfaction and discharge and to both legal defeasance and
covenant defeasance as contemplated by Article XI of the Original Indenture.



     SECTION 1.7 Amendment to Section 4.12 of the Original Indenture.



     The last paragraph of Section 4.12 of the Original Indenture is hereby amended and restated in
relation solely to the Notes to read as follows:



     “Notwithstanding the foregoing provisions of this Section, the Parent Guarantor may, and may
permit any Subsidiary to, effect any Sale/Leaseback Transaction that is not excepted by clauses (a)
through (d), inclusive, of this Section, provided that the Attributable Indebtedness from such
Sale/Leaseback Transaction, together with the aggregate principal amount of all other such
Attributable Indebtedness deemed to be outstanding and all outstanding Indebtedness (other



3









 







than the
Debt Securities) secured by liens, other than Permitted Liens, upon Principal Properties or upon
any capital stock of any Restricted Subsidiary, do not exceed 10% of Consolidated Net Tangible
Assets.”



     SECTION 1.8 Amendment to Section 4.13 of the Original Indenture.



     The last sentence of Section 4.13 of the Original Indenture is hereby amended and restated in
relation solely to the Notes to read as follows:



     “Notwithstanding the foregoing, the Parent Guarantor may, and may permit any Subsidiary to,
create, assume, incur or suffer to exist any lien, other than a Permitted Lien, upon any Principal
Property or upon any capital stock of any Restricted Subsidiary to secure Indebtedness of the
Parent Guarantor, the Company or any other Person (other than the Debt Securities), without in any
such case making effective provision whereby all the Debt Securities Outstanding under this
Indenture are secured equally and ratably with, or prior to, such Indebtedness so long as such
Indebtedness is secured; provided that the aggregate principal amount of all Indebtedness then
outstanding secured by such lien and all similar liens, together with the aggregate amount of
Attributable Indebtedness deemed to be outstanding in respect of all Sale/Leaseback Transactions
(exclusive of any such Sale/Leaseback Transactions otherwise permitted under clauses (a) through
(d) of Section 4.12), does not exceed 10% of Consolidated Net Tangible Assets.”



ARTICLE II

REDEMPTION




     SECTION 2.1 Redemption.



     The Issuer shall have no obligation to redeem, purchase or repay the Notes pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.
The Issuer, at its option, may redeem the Notes in accordance with the provisions of paragraph 5 of
the Notes and Article III of the Original Indenture.



ARTICLE III

MISCELLANEOUS PROVISIONS




     SECTION 3.1 Table of Contents, Headings, etc.



     The table of contents and headings of the Articles and Sections of this Fourteenth
Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms or provisions
hereof.



     SECTION 3.2 Counterpart Originals.



     The parties may sign any number of copies of this Fourteenth Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement.



4









 





     SECTION 3.3 Governing Law.



     THIS FOURTEENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




5









 








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



	 	 	 	 	 
	 	ENTERPRISE PRODUCTS OPERATING LLC,

        as Issuer

 	 
	 	By:  	Enterprise Products OLPGP, Inc.
 	 
	 	 	its sole manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
/s/ W. Randall Fowler 	 
	 	 	Name:  	W. Randall Fowler 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 
	 	ENTERPRISE PRODUCTS PARTNERS L.P.,

        as Parent Guarantor

 	 
	 	By:  	Enterprise Products GP, LLC
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
/s/ W. Randall Fowler 	 
	 	 	Name:  	W. Randall Fowler 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/
Patrick T. Giordano 	 
	 	 	Name:  	Patrick T. Giordano 	 
	 	 	Title:  	Vice President 	 
	 



Fourteenth Supplemental Indenture Signature Page




6









 








Exhibit A




FORM OF NOTE

[FACE OF SECURITY]





     [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 LLC




9.75% SENIOR NOTE DUE 2014




CUSIP                     




     ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (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 January 31,
2014 in such coin and currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest at an annual rate of
9.75% payable on January 31 and July 31 of each year, to the person in whose





 




			
	*	 	To be included in a Book-Entry Note.




A-1 









 









name the Security (as defined on the reverse side of this security) is registered at the close
of business on the record date for such interest, which shall be the preceding January 15 and July
15 (each, a “Regular Record Date”), respectively, payable commencing on January 31, 2009, with
interest accruing from December 8, 2008, or the most recent date to which interest shall have been
paid.




     Reference is made to the further provisions of this Security 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 this Security are an integral part of the terms of
this Security and by acceptance hereof the Holder of this Security agrees to be subject to, and
bound by, the terms and provisions set forth in each such legend.



     This Security is issued in respect of a series of Debt Securities of an initial aggregate of
$500 million in principal amount designated as the 9.75% Senior Notes due 2014 of the Company and
is governed by the Indenture dated as of October 4, 2004 (the “Original 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
amended by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for the Company
as the successor issuer (the “Tenth Supplemental Indenture”), and the Fourteenth Supplemental
Indenture dated as of December 8, 2008, duly executed by the Company, the Parent Guarantor and the
Trustee (the “Fourteenth Supplemental Indenture”, and together with the Original Indenture and the
Tenth Supplemental Indenture, the “Indenture”). The terms of the Indenture are incorporated herein
by reference. This Security shall in all respects be entitled to the same benefits as definitive
Debt Securities under the Indenture.



     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 this Security in
accordance with the terms of the Indenture without charge.



     This Security 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.



A-2 









 





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



Dated:                     




	 	 	 	 	 
	 	ENTERPRISE PRODUCTS OPERATING LLC

 	 
	 	By:  	Enterprise Products OLPGP, Inc.
 	 
	 	 	its sole manager 	 
	 	 	 	 
	 
	 	 	 
	 	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 	 
	 	 	 	 



A-3 









 






	 	 	 	 	 



[REVERSE OF SECURITY]

ENTERPRISE PRODUCTS OPERATING LLC




9.75% SENIOR NOTE DUE 2014





     This Security is one of a duly authorized issue of debentures, notes or other evidences of
indebtedness of the Company (the “Debt Securities”) of the series hereinafter specified, all issued
or to be 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. This Security is one of a series designated
as the 9.75% Senior Notes due 2014 of the Company, in initial aggregate principal amount of $500
million (the “Securities”).



1. Interest.




     The Company promises to pay interest on the principal amount of this Security at the rate of
9.75% per annum.



     The Company will pay interest semi-annually on January 31 and July 31 of each year (each an
“Interest Payment Date”), commencing January 31, 2009. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has been paid on the
Securities, from December 8, 2008. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The Company shall pay interest (including post-petition
interest in any proceeding under any applicable bankruptcy laws) on overdue installments of
interest (without regard to any applicable grace period) and on overdue principal and premium, if
any, from time to time on demand at the same rate per annum, in each case to the extent lawful.



2. Method of Payment.




     The Company shall pay interest on the Securities (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. Any such interest not so punctually paid or duly provided for
(“Defaulted Interest”) may be paid to the persons who are registered Holders at the close of
business on a special record date for the payment of such Defaulted Interest, or in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such
Securities may then be listed if such manner of payment shall be deemed practicable by the Trustee,
as more fully provided in the Indenture. 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 Securities in
definitive form (including principal, premium, if any, and



A-4 









 







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 Securities 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 this Security to a paying agent to collect payment of principal.



3. 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.



4. Indenture.




     This Security is 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.



     Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein.
The terms of the Securities include those stated in the Original Indenture, those made part of the
Indenture by reference to the TIA, as in effect on the date of the Original Indenture, and those
terms stated in the Fourteenth Supplemental Indenture. The Securities are subject to all such
terms, and Holders of Securities are referred to the Original Indenture, the Fourteenth
Supplemental Indenture and the TIA for a statement of them. The Securities of this series are
general unsecured obligations of the Company limited to an initial aggregate principal amount of
$500 million; provided, however, that the authorized aggregate principal amount of such series may
be increased from time to time as provided in the Fourteenth Supplemental Indenture.



5.
Optional Redemption.




     The Securities are redeemable, at the option of the Company, at any time in whole, or from
time to time in part, at a redemption price (the “Make-Whole Price”) equal to the greater of: (i)
100% of the principal amount of the Securities to be redeemed; or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest (at the rate in effect on the
date of calculation of the redemption price) on the Securities to be redeemed (exclusive of
interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus
50 basis points; plus, in either case, accrued interest to the Redemption Date.



A-5 









 





     The actual Make-Whole Price, calculated as provided above, shall be calculated and certified
to the Trustee and the Company by the Independent Investment Banker. For purposes of determining
the Make-Whole Price, the following definitions are applicable:



     “Treasury Yield” means, with respect to any Redemption Date applicable to the Securities, 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.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed 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 terms of the Securities to be redeemed; provided, however, that if no
maturity is within three months before or after the maturity date for the Securities, yields for
the two published maturities most closely corresponding to such United States Treasury security
will be determined and the treasury rate will be interpolated or extrapolated from those yields on
a straight line basis rounding to the nearest month.



     “Independent Investment Banker” means any of Barclays Capital Inc., DnB NOR Markets, Inc.,
Mizuho Securities USA Inc., Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc., Wachovia
Capital Markets, LLC and their respective successors, or, if no such firm is willing and able to
select the applicable Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee and reasonably acceptable to the Company.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of
four Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains
fewer than four Reference Treasury Dealer Quotations, the average of all such quotations.



     “Reference Treasury Dealer” means (a) each of Barclays Capital Inc., Mizuho Securities USA
Inc., Greenwich Capital Markets, Inc., Wachovia Capital Markets, LLC and their respective
successors, and (b) one other primary U.S. government securities dealer in New York City selected
by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that
if either of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer.



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



A-6 









 





     Except as set forth above, the Securities will not be redeemable prior to their Stated
Maturity and will not be entitled to the benefit of any sinking fund.



     Securities called for optional redemption become due on the Redemption Date. Notices of
optional redemption will be mailed at least 30 but not more than 60 days before the Redemption Date
to each Holder of the Securities to be redeemed at its registered address. The notice of optional
redemption for the Securities will state, among other things, the amount of Securities 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 Securities 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 Securities that have been called for optional redemption. If
less than all the Securities are redeemed at any time, the Trustee will select the Securities to be
redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate.



     The Securities may be redeemed in part in multiplies of $1,000 only. Any such redemption will
also comply with Article III of the Indenture.



6. Denominations; Transfer; Exchange.




     The Securities 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, Securities 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 a Security 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 Debt Securities of each series affected. Without
consent of any Holder of a Security, 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 a Security. Any
such consent or waiver by the Holder of this Security (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and owners of this
Security and any Securities which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this Security or such other Securities.



9. Defaults and Remedies.




     Certain events of bankruptcy or insolvency are Events of Default that will result in the
principal amount of the Securities, together with premium, if any, and accrued and unpaid



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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 Securities 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 Securities then Outstanding may declare the principal amount of all the Securities,
together with premium, if any, and accrued and unpaid 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 Securities, 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 Securities, 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 Securities may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Securities then Outstanding may direct the Trustee in
its exercise of any trust or power with respect to the Securities.



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.




     This Security shall not be valid until the Trustee signs the certificate of authentication on
the other side of this Security.



12. Abbreviations and Defined Terms.




     Customary abbreviations may be used in the name of a Holder of a Security 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 Securities as a convenience
to the Holders of the Securities. No representation is made as to the accuracy of such number as
printed on the Securities and reliance may be placed only on the other identification numbers
printed hereon.



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14. Absolute Obligation.




     No reference herein to the Indenture and no provision of this Security 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 this Security 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 Issuer under the Securities, 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 Securities waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.



16. Governing Law.




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



17. Guarantee.




     The Securities are fully and unconditionally guaranteed on an unsecured, unsubordinated basis
by the Parent Guarantor as set forth in Article XIV of the Indenture, as noted in the Notation of
Guarantee to this Security, and under certain circumstances set forth in the Original Indenture one
or more Subsidiaries of the Parent Guarantor may be required to join in such guarantee.



18. Reliance.




     The Holder, by accepting this Security, acknowledges and affirms that (i) it has purchased the
Security 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.



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NOTATION OF GUARANTEE




     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 Securities and all other amounts due and payable under the
Indenture and the Securities by the Company.



     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 reference is hereby made to the Indenture for the precise terms of the Guarantee.



	 	 	 	 	 
	 	ENTERPRISE PRODUCTS PARTNERS L.P.

 	 
	 	By:  	Enterprise Products GP, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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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)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	under Uniform Gifts to	 	 	 	 
	JT TEN

	 	— as joint tenants with right
of survivorship and not as tenants in
common

	 	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
	 	 






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SCHEDULE OF INCREASES OR DECREASES

IN GLOBAL SECURITY*




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.






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