exhibit4_3.htm


    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

       

      _____________________

       

      FIFTEENTH
SUPPLEMENTAL INDENTURE

       

      Dated as
of June 10, 2009

       

      to

       

      Indenture
dated as of October 4, 2004

       

      _____________________

       

      $500,000,000

       

      4.60%
Senior Notes due 2012

       

       

      


       

      
        

        

      

       

      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      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	
                 A-1

              


      

                                    

       


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      THIS
FIFTEENTH SUPPLEMENTAL INDENTURE dated as of June 10, 2009, 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 Fifteenth 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 Fifteenth Supplemental Indenture a new series of Debt
Securities designated the “4.60% Senior Notes due 2012” (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
Fifteenth 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 Fifteenth 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:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      


      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 Fifteenth Supplemental Indenture, which is hereby incorporated into this
Fifteenth Supplemental Indenture.  The terms and provisions contained
in the Notes shall constitute, and are hereby expressly made, a part of this
Fifteenth Supplemental Indenture and to the extent applicable, the Issuer, the
Parent Guarantor and the Trustee, by their execution and delivery of this
Fifteenth 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 “4.60% Senior Notes due 2012.” 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 August 1,
2012.  Each Note shall bear interest from the date of original
issuance, or the most recent date to which interest has been 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      paid, at
the fixed rate of 4.60% per annum.  The dates on which interest on the
Notes shall be payable shall be February 1 and August 1 of each year, commencing
February 1, 2010 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 Fifteenth
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 Fifteenth 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
FIFTEENTH 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 Fifteenth 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

                              


                      

                    

                  

                

              

            

          

        

      

       

       


      
        
          
            Fifteenth
Supplemental Indenture
Signature Page


          

           


        

        
           


          
            

          

        

        
           


        

      


      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

       

           4.60%
SENIOR NOTE DUE 2012

       

       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
August 1, 2012 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 4.60% payable on February 1 and
August 1 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 February 1, 2010, with interest accruing from June 10,
2009, 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 4.60% Senior
Notes due 2012 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 Fifteenth Supplemental Indenture dated as of
June 10, 2009, duly executed by the Company, the Parent Guarantor and the
Trustee (the “Fifteenth 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

       

           4.60%
SENIOR NOTE DUE 2012

       

      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 4.60% Senior Notes due 2012 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 4.60% per annum.

       

      The
Company will pay interest semi-annually on February 1 and August 1 of each year
(each an “Interest Payment Date”), commencing February 1,
2010.  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 June 10, 2009.  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 interest) will be made at the office or agency of the Company
maintained for such purpose within 

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      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
Fifteenth Supplemental Indenture.  The Securities are subject to all
such terms, and Holders of Securities are referred to the Original Indenture,
the Fifteenth 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 Fifteenth 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.

       

      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 

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      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., RBS Securities Inc., Scotia Capital (USA) Inc.,
Wachovia Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. 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., RBS Securities 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 any 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.

       

      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 

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      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 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 

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        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.

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      
        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.


      
        
          
             

          

           


        

        
          A-9

          
            

          

        

        
           


        

      


      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:

                        	
                          W.
      Randall Fowler

                        
	 
      	 
      	
                          Title:

                        	
                          Executive
      Vice President and

                          Chief
      Financial
Officer

                        


                

              

            

          

        

        
           

        

      


      
        
          
             

          

           


        

        
          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)

                        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

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       


      
        
          
             

          

           


        

        
          A-11

          
            

          

        

        
           


        

      


      SCHEDULE
OF INCREASES OR DECREASES

      IN
GLOBAL SECURITY*

       

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

       

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Date of
      Exchange

              	 
      	
                Amount
      of

                Decrease
      in

                Principal

                Amount
      of this

                Global
      Security

              	 
      	
                Amount
      of

                Increase
      in Principal Amount of this

                Global
      Security

              	 
      	
                Principal
      Amount

                of
      this Global

                Security
      following

                such
      decrease

                (or
      increase)

              	 
      	
                Signature
      of

                authorized
      officer

                of
      Trustee or

                Depositary

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

      


       

       

        
          

        

      

        
        * To
be included in a Book-Entry Note.

      


      
        
          
             

          

           


        

        
          A-12