exv4w6



 






EXHIBIT 4.6




	 	 	 
	 

	 	 
	







REGISTRATION RIGHTS AGREEMENT




Dated as of March 2, 2005




By and Among




ENTERPRISE PRODUCTS OPERATING L.P.,

ENTERPRISE PRODUCTS PARTNERS L.P.




and




J.P. MORGAN SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.

LEHMAN BROTHERS INC.

BARCLAYS CAPITAL INC.

SCOTIA CAPITAL (USA) INC.

SUNTRUST CAPITAL MARKETS, INC.

UBS SECURITIES LLC

WACHOVIA CAPITAL MARKETS, LLC




	 	 	 
	






$500,000,000




$250,000,000 5.00% SENIOR NOTES DUE 2015

$250,000,000 5.75% SENIOR NOTES DUE 2035




Guaranteed by




Enterprise Products Partners L.P.




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page	 
	1. Definitions
	 	 	1	 
	2. Exchange Offer
	 	 	4	 
	3. Shelf Registration Statement
	 	 	7	 
	4. Additional Interest
	 	 	8	 
	5. Registration Procedures
	 	 	10	 
	6. Registration Expenses
	 	 	17	 
	7. Indemnification
	 	 	18	 
	8. Rule 144 and 144A
	 	 	21	 
	9. Miscellaneous
	 	 	21	 






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REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is dated as of March 2, 2005, by
and among Enterprise Products Operating L.P., a Delaware limited partnership (the “Operating
Partnership”), Enterprise Products Partners L.P., a Delaware limited partnership (the
“Partnership”), and J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Lehman
Brothers Inc., Barclays Capital Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc.,
UBS Securities LLC and Wachovia Capital Markets, LLC (collectively, the “Initial
Purchasers”).



     This Agreement is entered into in connection with the Purchase Agreement (the “Purchase
Agreement”), dated as of February 15, 2005, by and among the Operating Partnership, the
Partnership, Enterprise Products GP, LLC, a Delaware limited liability company and the general
partner of the Partnership, and Enterprise Products OLPGP, Inc., a Delaware corporation and general
partner of the Operating Partnership, and the Initial Purchasers that provides for the sale by the
Operating Partnership to the Initial Purchasers of $250,000,000 aggregate principal amount of the
Operating Partnership’s 5.00% Senior Notes due 2015 (the “2015 Notes”) and $250,000,000
aggregate principal amount of the Operating Partnership’s 5.75% Senior Notes due 2035 (the
“2035 Notes” and, together with the 2015 Notes, the “Notes”). The Notes will be
fully and unconditionally guaranteed on an unsubordinated, unsecured basis by the Partnership (the
“Guarantor”) as of their issue date (the “Guarantee”). The Notes and the Guarantee
together are referred to as the “Securities.” To induce the Initial Purchasers to enter
into the Purchase Agreement, the Operating Partnership and the Partnership have agreed to provide
the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and
their direct and indirect transferees and assigns. The execution and delivery of this Agreement is
a condition to the Initial Purchasers’ obligations to purchase the Securities under the Purchase
Agreement.



     The parties hereby agree as follows:



1. Definitions




     As used in this Agreement, the following terms shall have the following meanings:



     Additional Interest shall have the meaning set forth in Section 4(a).



     Agreement shall have the meaning set forth in the first introductory paragraph.



     Applicable Period shall have the meaning set forth in Section 2(b).



     Closing Date shall have the meaning given to such term in the Purchase Agreement.



     Commission means the U.S. Securities and Exchange Commission.



     DTC means The Depository Trust Company.



     Effectiveness Date shall have the meaning set forth in Section 4(a).



     Effectiveness Period shall have the meaning set forth in Section 3(a).



 









 





     Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     Exchange Notes shall have the meaning set forth in Section 2(a).



     Exchange Offer shall have the meaning set forth in Section 2(a).



     Exchange Registration Statement shall have the meaning set forth in Section
2(a).



     Filing Date shall have the meaning set forth in Section 4(a).



     Guarantee shall have the meaning set forth in the second introductory paragraph.



     Holder means any holder of a Registrable Security.



     Indemnified Person shall have the meaning set forth in Section 7(c).



     Indemnifying Person shall have the meaning set forth in Section 7(c).



     Indenture means the Indenture, dated as of October 4, 2004, by and among the Operating
Partnership, as issuer, the Partnership, as parent guarantor, and Wells Fargo Bank, National
Association, as trustee, as amended or supplemented by (i) the First Supplemental Indenture thereto
dated as of October 4, 2004, (ii) the Second Supplemental Indenture thereto dated as of October 4,
2004, (iii) the Third Supplemental Indenture thereto dated as of October 4, 2004, (iv) the Fourth
Supplemental Indenture thereto dated as of October 4, 2004, (v) the Fifth Supplemental Indenture
dated as of the Closing Date (relating to the 2015 Notes) and (vi) the Sixth Supplemental Indenture
dated as of the Closing Date (relating to the 2035 Notes), and as further amended or supplemented
from time to time in accordance with the terms thereof.



     Initial Purchasers shall have the meaning set forth in the first introductory
paragraph.



     Inspectors shall have the meaning set forth in Section 5(n).



     NASD means the National Association of Securities Dealers, Inc.



     Notes shall have the meaning set forth in the second introductory paragraph.



     Operating Partnership shall have the meaning set forth in the first introductory
paragraph.



     Participant shall have the meaning set forth in Section 7(a).



     Participating Broker-Dealer shall have the meaning set forth in Section 2(b).



     Partnership shall have the meaning set forth in the first introductory paragraph.



     Person means an individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business association, firm
or other legal entity.



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     Private Exchange shall have the meaning set forth in Section 2(b).



     Private Exchange Notes shall have the meaning set forth in Section 2(b).



     Prospectus means the prospectus included in any Registration Statement, including any
preliminary prospectus and any prospectus as amended or supplemented by any prospectus supplement,
and all other amendments and supplements to such prospectus with respect to the terms of the
offering of any portion of the Registrable Securities, including post-effective amendments, in each
case including all documents incorporated by reference therein.



     Purchase Agreement shall have the meaning set forth in the second introductory
paragraph.



     Records shall have the meaning set forth in Section 5(n).



     Registrable Securities means each Note (and the related Guarantee) of any series, each
Exchange Note (and the related Guarantee) as to which Section 2(c)(ii)(D) hereof is
applicable and each Private Exchange Note (and the related Guarantee), until the earliest to occur
of (a) a Registration Statement (other than, with respect to any Exchange Note as to which
Section 2(c)(ii)(D) hereof is applicable, the Exchange Registration Statement) covering
such Note, Exchange Note or Private Exchange Note (and, in each case, the related Guarantee), as
the case may be, has been declared effective by the Commission and such Note, Exchange Note or
Private Exchange Note (and, in each case, the related Guarantee), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (b) such Note, Exchange Note
or Private Exchange Note, as the case may be, is sold in compliance with Rule 144, or is saleable
pursuant to Rule 144(k), (c) such Note has been exchanged for an Exchange Note pursuant to an
Exchange Offer and is entitled to be resold without complying with the prospectus delivery
requirements of the Securities Act and (d) such Note, Exchange Note or Private Exchange Note (and,
in each case, the related Guarantee), as the case may be, ceases to be outstanding for purposes of
the Indenture.



     Registration Statement means any registration statement of the Operating Partnership
and the Guarantor filed with the Commission pursuant to this Agreement, including, but not limited
to, any Exchange Registration Statement and any Shelf Registration Statement, including the
Prospectus and any amendment or supplement to such registration statement, including all
post-effective amendments and exhibits thereto and documents incorporated by reference therein.



     Rule 144 means Rule 144 promulgated under the Securities Act, as such rule may be
amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter
adopted by the Commission.



     Rule 144A means Rule 144A promulgated under the Securities Act, as such rule may be
amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter
adopted by the Commission.



     Rule 415 means Rule 415 promulgated under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.



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     Securities shall have the meaning set forth in the second introductory paragraph.



     Securities Act means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     Shelf Notice shall have the meaning set forth in Section 2(c)(ii).



     Shelf Registration Statement shall have the meaning set forth in Section 3(a).



     TIA means the Trust Indenture Act of 1939, as amended.



     Trustee means the trustee under the Indenture.



2. Exchange Offer




     (a) Exchange Offer Registration Statement. The Operating Partnership and the
Guarantor shall file with the Commission, to the extent not prohibited by any applicable law or
applicable interpretation of the staff of the Commission, a Registration Statement on the
appropriate form (the “Exchange Registration Statement”) no later than the 120th day after
the Closing Date for offers to exchange (collectively, the “Exchange Offer”) any and all of
the Registrable Securities of any series (other than the Private Exchange Notes, if any) for a like
aggregate principal amount of debt securities of the Operating Partnership (guaranteed by the
Guarantor) that are identical in all material respects to such Notes and the related Guarantees
(collectively, the “Exchange Notes”). The Exchange Notes shall be entitled to the benefits
of the Indenture or a trust indenture that is identical in all material respects to the Indenture
(other than such changes as are necessary to comply with any requirements of the Commission to
effect or maintain the qualification thereof under the TIA), except that the Exchange Notes (other
than Private Exchange Notes, if any) shall have been registered pursuant to an effective
Registration Statement under the Securities Act and shall contain no restrictive legend thereon.
The Exchange Offer shall comply with all applicable tender offer rules and regulations under the
Exchange Act. The Operating Partnership and the Guarantor agree to use their respective reasonable
efforts to (i) cause the Exchange Registration Statement to be declared effective under the
Securities Act on or before the 210th day after the Closing Date; (ii) keep the Exchange Offer open
for at least 20 business days (or longer if required by applicable law) after the date that notice
of the Exchange Offer is first mailed to Holders; provided, that the Exchange Offer must be
consummated no later than 45 days following the date the Exchange Registration Statement is first
declared effective by the Commission; and (iii) consummate the Exchange Offer on or prior to the
date that is 210 days plus 45 days following the Closing Date. Consummation of the Exchange Offer
with respect to any series of Notes shall not be conditioned on consummation of the Exchange Offer
with respect to any other series of Notes. If after such Exchange Registration Statement is
declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes
thereunder is delayed or suspended by any stop order, injunction or other order or requirement of
the Commission or any other governmental agency or court, such Exchange Registration Statement
shall be deemed not to have become effective for purposes of this Agreement during the period of
such delay or suspension until the Exchange Offer may legally resume.



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     Each Holder who participates in the Exchange Offer will be required to make representations in
writing to the Operating Partnership and the Guarantor, including representations that any Exchange
Notes received by it will be acquired in the ordinary course of its business, that at the time of
the consummation of the Exchange Offer such Holder will have no arrangement or understanding with
any Person to participate in the distribution of the Exchange Notes in violation of the provisions
of the Securities Act and that such Holder is not an affiliate of the Operating Partnership or the
Guarantor within the meaning of the Securities Act and is not acting on behalf of any Persons who
could not truthfully make the foregoing representations. Upon consummation of the Exchange Offer
in accordance with this Section 2, the provisions of this Agreement shall continue to
apply, mutatis mutandis, solely with respect to Registrable Securities that are
Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Operating
Partnership and the Guarantor shall have no further obligation to register Registrable Securities
(other than Private Exchange Notes and other than in respect of any Exchange Notes as to which
clause 2(c)(ii)(D) hereof applies) pursuant to Section 3 hereof. No securities
other than the Exchange Notes shall be included in the Exchange Registration Statement.



     (b) Plan of Distribution. The Operating Partnership and the Guarantor shall include
within the Prospectus contained in the Exchange Registration Statement a section entitled “Plan of
Distribution” that shall contain a summary statement of the positions taken or policies made by the
staff of the Commission with respect to the potential “underwriter” status of any broker-dealer
that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes
received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”),
whether such positions or policies have been publicly disseminated by the staff of the Commission
or such positions or policies represent the prevailing views of the staff of the Commission. Such
“Plan of Distribution” section shall also expressly permit the use of the Prospectus by all Persons
subject to the prospectus delivery requirements of the Securities Act, including all Participating
Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers
may resell the Exchange Notes.



     The Operating Partnership and the Guarantor shall use their respective reasonable efforts to
keep the Exchange Registration Statement effective and to amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered by all Persons
subject to the prospectus delivery requirements of the Securities Act for such period of time as is
necessary to comply with applicable law in connection with any resale of the Exchange Notes;
provided, however, that such period shall not exceed 210 days after the
consummation of the Exchange Offer (or such longer period if extended pursuant to the last
paragraph of Section 5 hereof) (the “Applicable Period”).



     If, prior to consummation of the Exchange Offer, any of the Initial Purchasers holds any Notes
of any series acquired by it and having, or that are reasonably likely to be determined to have,
the status of an unsold allotment in the initial distribution of such series, the Operating
Partnership and the Guarantor, upon the request of any such Initial Purchaser simultaneously with
the delivery of the Exchange Notes in the Exchange Offer, shall issue and deliver to such Initial
Purchaser in exchange (the “Private Exchange”) for such Notes held by the Initial Purchaser
a like principal amount of debt securities of the Operating Partnership guaranteed by the Guarantor
that are identical in all material respects to the Exchange Notes (the “Private 



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Exchange Notes”) (and that are issued pursuant to the same indenture as the Exchange
Notes), except for the placement of a restrictive legend on such Private Exchange Notes. If
permissible, the Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes.




     Interest on the Exchange Notes and the Private Exchange Notes will accrue from the later of
(i) (A) the last interest payment date on which interest was paid on the Notes surrendered in
exchange therefor or (B) if the Notes are surrendered for exchange on a date in a period which
includes the record date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date of such interest payment date or (ii) if
no interest has been paid on the Notes, from the Closing Date.



     In connection with the Exchange Offer, the Operating Partnership and the Guarantor shall:




          (1) mail to each Holder a copy of the Prospectus forming part of the Exchange Registration
Statement, together with an appropriate letter of transmittal and related documents;




          (2) permit Holders to withdraw tendered Notes at any time prior to the close of business, New
York time, on the last business day on which the Exchange Offer shall remain open; and




          (3) otherwise comply in all material respects with all applicable laws, rules and regulations.



     As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the
case may be, the Operating Partnership and the Guarantor shall:




          (1) accept for exchange all Notes properly tendered and not validly withdrawn pursuant to the
Exchange Offer or the Private Exchange; and




          (2) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange
Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such
Holder accepted for exchange.



     The Exchange Notes and the Private Exchange Notes may be issued under the Indenture or an
indenture identical in all material respects to the Indenture, which in either event shall provide
that the Exchange Notes shall not be subject to any transfer restrictions and the Private Exchange
Notes shall be subject to the transfer restrictions set forth or referred to in the restrictive
legend placed on such Private Exchange Notes. The Indenture or such indenture shall provide that
the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that neither the Exchange Notes, the Private Exchange Notes nor the Notes
will have the right to vote or consent as a separate class on any matter.



     (c) Delivery of Shelf Notice. (i) If, following the date hereof there is announced a
change in Commission policy that in the reasonable opinion of counsel to the Operating Partnership
and the Guarantor raises a substantial question as to whether the Exchange Offer is permitted by
applicable federal law, the Operating Partnership and the Guarantor hereby agree to



6









 




seek a no-action letter or other favorable decision from the Commission allowing the Operating
Partnership and the Guarantor to consummate an Exchange Offer for the Notes. The Operating
Partnership and the Guarantor agree to pursue the issuance of such a decision to the level of the
senior staff of the Commission. In connection with the foregoing, the Operating Partnership and the
Guarantor hereby agree to take all such other actions as may be requested by the Commission or its
staff or otherwise required in connection with the issuance of such decision, including without
limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the
Commission or its staff an analysis prepared by counsel to the Operating Partnership and the
Guarantor setting forth the legal bases, if any, upon which such counsel has concluded that the
Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be
favorable) by the Commission or its staff.




     (ii) If, (A) notwithstanding the efforts contemplated above, the Operating Partnership and the
Guarantor are not permitted to effect an Exchange Offer, (B) a Holder of Private Exchange Notes so
requests within 20 business days after the consummation of the Private Exchange, (C) because of any
changes in law or in currently prevailing interpretations of the staff of the Commission, a Holder
(other than an Initial Purchaser holding Notes acquired directly from the Operating Partnership and
the Guarantor) is not permitted to participate in the Exchange Offer and requests the Operating
Partnership and the Guarantor in writing within 20 business days after the consummation of the
Exchange Offer to have such Holder’s Notes included in a Registration Statement, or (D) in the case
of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes
on the date of the exchange that may be sold without restriction under state and federal securities
laws (other than due solely to the status of such Holder as an affiliate of the Operating
Partnership or the Guarantor within the meaning of the Securities Act) and such Holder requests the
Operating Partnership in writing within 20 business days after the consummation of the Exchange
Offer to have such Holder’s Notes included in a Registration Statement, then the Operating
Partnership and the Guarantor shall promptly deliver written notice thereof (the “Shelf
Notice”) to the Trustee and the affected Holder(s) of all applicable series of Notes, and shall
file a Shelf Registration Statement with respect to all applicable series of Notes pursuant to
Section 3 hereof.



3. Shelf Registration Statement




     If a Shelf Notice is delivered as contemplated by Section 2(c)(ii) hereof, then:



     (a) Shelf Registration Statement. The Operating Partnership and the Guarantor shall
file with the Commission a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering (i) all of the Registrable Securities not exchanged in the Exchange
Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of all applicable
series of Notes for which Section 2(c)(ii)(D) applies (the “Shelf Registration
Statement”). The Operating Partnership and the Guarantor shall use their respective reasonable
efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in
any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf
Registration Statement shall be on Form S-3 or another appropriate form permitting registration of
such Registrable Securities for resale by Holders in the manner or manners designated by them (but
not including any underwritten offerings). The Operating Partnership and the



7









 




Guarantor shall not permit any securities other than the Registrable Securities to be included
in the Shelf Registration Statement.




     The Operating Partnership and the Guarantor shall use their respective reasonable efforts to
cause the Shelf Registration Statement to be declared effective under the Securities Act on or
prior to the date that is 180 days after delivery of the Shelf Notice and to keep the Shelf
Registration Statement continuously effective under the Securities Act until the date that is two
years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule
144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf
Registration Statement have been sold in the manner set forth and as contemplated in the Shelf
Registration Statement or cease to be outstanding (the “Effectiveness Period”);
provided, however, that the Effectiveness Period in respect of the Shelf
Registration Statement shall be extended to the extent required to permit dealers to comply with
the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein.



     (b) Withdrawal of Stop Orders. If the Shelf Registration Statement ceases to be
effective at any time during the Effectiveness Period due to the receipt of a stop order from the
Commission, the Operating Partnership and the Guarantor shall use their respective reasonable
efforts to obtain the prompt withdrawal of such stop order.



     (c) Supplements and Amendments. The Operating Partnership and the Guarantor shall
promptly supplement and amend the Shelf Registration Statement if required by the Securities Act or
if reasonably requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities covered by such Shelf Registration Statement.



4. Additional Interest




     (a) The Operating Partnership, the Guarantor and the Initial Purchasers agree that the Holders
of Registrable Securities will suffer damages if the Operating Partnership and the Guarantor fail
to fulfill their respective obligations under Section 2 or Section 3 hereof and
that it would not be feasible to ascertain the extent of such damages with precision. Accordingly,
the Operating Partnership and the Guarantor, jointly and severally, agree to pay, as liquidated
damages, additional interest on each series of Notes so affected (“Additional Interest”),
over and above the stated interest for each such series, under the circumstances and to the extent
set forth below (without duplication):




     (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration
Statement has been filed with the Commission on or prior to the date that is 120 days after
the Closing Date or (B) notwithstanding that the Operating Partnership and the Guarantor
have consummated or will consummate the Exchange Offer, the Operating Partnership and the
Guarantor are required to file a Shelf Registration Statement and such Shelf Registration
Statement is not filed on or prior to the 90th day after the delivery of the Shelf Notice
applicable thereto, then, commencing on the 121st date after the Closing Date (in the case
of foregoing clause (A)) or on the 91st day after the delivery of the Shelf Notice (in the
case of foregoing clause (B)) (each such respective date, a “Filing Date”),
Additional Interest shall accrue on each series of Notes that should have been



8









 






included in such Registration Statement over and above the stated interest for each
such series at a rate of 0.25% per annum;




     (ii) if (A) the Exchange Registration Statement is not declared effective on or prior
to the date that is 210 days after the Closing Date, or (B) notwithstanding that the
Operating Partnership and the Guarantor have consummated or will consummate the Exchange
Offer, the Operating Partnership and the Guarantor are required to file a Shelf Registration
Statement and such Shelf Registration Statement is not declared effective by the Commission
on or prior to the date that is 180 days after the delivery of the Shelf Notice in respect
of such Shelf Registration Statement, then commencing on the 211th day after the Closing
Date (in the case of foregoing clause (A)) or on the 181st day after delivery of the Shelf
Notice (in the case of foregoing clause (B)) (each such respective date, an
“Effectiveness Date”), Additional Interest shall accrue on each series of Notes
included or that should have been included in such Registration Statement over and above the
stated interest for each such series at a rate of 0.25% per annum; and




     (iii) if either (A) the Operating Partnership and the Guarantor have not exchanged
Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange
Offer on or prior to the 45th day after the date on which the Exchange Registration
Statement is first declared effective or (B) if applicable, a Shelf Registration Statement
has been declared effective and such Shelf Registration Statement ceases to be effective at
any time prior to the second anniversary of the Closing Date (or such corresponding shorter
restrictive period, if Rule 144(k) is amended to provide a shorter restrictive period) while
any Registrable Securities are outstanding, then Additional Interest shall accrue for all
Notes so affected over and above the stated interest on each applicable series of Notes at a
rate of 0.25% per annum commencing on (x) the 46th day after such effective date of the
Exchange Registration Statement (in the case of foregoing clause (A) above) or (y) the day
such Shelf Registration Statement ceases to be effective (in the case of foregoing clause
(B) above);


provided, however, that (1) the Additional Interest rate on any series of Notes may
not accrue under more than one of the foregoing clauses (i) through (iii) of this
Section 4(a) at any one time, (2) at no time shall the aggregate amount of Additional
Interest accruing on any series of Notes exceed at any one time in the aggregate 0.25% per annum,
(3) no Additional Interest shall accrue on any series of Notes if the Operating Partnership and the
Guarantor have timely filed an Exchange Offer Registration Statement but are unable to complete the
Exchange Offer pursuant to Section 2(c) and have timely delivered a Shelf Notice, unless
the Operating Partnership and the Guarantor shall thereafter fail to satisfy one or more of the
time requirements specified above in clauses (i) through (iii) of this Section
4(a) for filing and effectiveness of the Shelf Registration Statement, in which event
Additional Interest as specified above shall accrue, and (4) all Additional Interest payable on any
series of Notes shall cease to accrue upon the earliest to occur of (x) the expiration of the
second anniversary of the Closing Date or (y) the expiration of such shorter restrictive period
applicable to the Registrable Securities that may be required pursuant to Rule 144(k); and



provided, further, that (1) upon the filing of the Exchange Registration Statement
or a Shelf Registration Statement with respect to the relevant series of Notes (in the case of
clause (i) of




9









 







this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or
the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)),
(3) upon the exchange of Exchange Notes for all Notes of such series tendered (in the case of
clause (iii)(A) of this Section 4(a)), (4) upon the effectiveness of the applicable
Shelf Registration Statement that had ceased to remain effective (in the case of clause
(iii)(B) of this Section 4(a)) and (5) upon such time as there are no Registrable
Securities of such series outstanding, Additional Interest on such series of Notes shall cease to
accrue.




     (b) Notification and Payment of Additional Interest. The Operating Partnership and
the Guarantor shall notify the Trustee within three business days after each date on which an event
occurs for which Additional Interest is required to be paid pursuant to Section 4(a). Any
amounts of Additional Interest due pursuant to this Section 4 will be payable in cash
semi-annually in arrears on March 1 and September 1 of each year (to the holders of record of such
series on the February 15 and August 15 immediately preceding such interest payment dates),
commencing with the first such date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Registrable Securities of such series,
multiplied by a fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day year consisting of
twelve 30-day months and the denominator of which is 360).



5. Registration Procedures




     In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Operating Partnership and the Guarantor shall effect such registrations to permit the sale of
the securities covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement filed by the
Operating Partnership and the Guarantor hereunder, the Operating Partnership and the Guarantor
shall:



     (a) Prepare and file with the Commission on or prior to the 120th day after the Closing Date
(in the case of the Exchange Registration Statement) or the 90th day after delivery of the Shelf
Notice (in the case of the Shelf Registration Statement), any Registration Statement required by
Section 2 or 3 hereof, and use their reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided herein;
provided, however, that if such filing is pursuant to Section 3 hereof,
before filing any Registration Statement or Prospectus or any amendments or supplements thereto,
the Operating Partnership and the Guarantor shall furnish to and afford the Holders of the
Registrable Securities covered by such Registration Statement and their counsel a reasonable
opportunity to review copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be filed, in each case at
least three business days prior to such filing. The Operating Partnership and the Guarantor shall
not file any Registration Statement or Prospectus or any amendments or supplements thereto if the
Holders of a majority in aggregate principal amount of each series of Registrable Securities
covered by such Registration Statement or their counsel shall reasonably object on or prior to the
third business day following receipt of a copy of any Registration Statement or Prospectus or any
amendment or supplement thereto proposed to be filed.



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     (b) Prepare and file with the Commission such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the
related Prospectus to be supplemented by any prospectus supplement required by applicable law, and
as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the Securities Act and the
Exchange Act applicable to it with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented and with respect to
the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any
such Prospectus; the Operating Partnership and the Guarantor shall be deemed not to have used their
respective reasonable efforts to keep a Registration Statement effective during the Applicable
Period if either of the Operating Partnership or the Guarantor voluntarily takes any action that
would result in selling Holders of the Registrable Securities covered thereby or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Securities or
such Exchange Notes during that period, unless such action is required by applicable law or unless
the Operating Partnership and the Guarantor comply with this Agreement, including without
limitation, the provisions of Section 5(k) hereof and the last paragraph of this
Section 5.



     (c) If a Shelf Registration Statement is filed pursuant to Section 3 hereof or a
Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, notify the selling Holders of
Registrable Securities, or each such Participating Broker-Dealer, as the case may be, and their
counsel, promptly (but in any event within two business days) and confirm such notice in writing:




     (i) when a Prospectus or post-effective amendment has been filed, and, with respect to
a Registration Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any Holder may,
upon request, obtain, at the sole expense of the Operating Partnership or the Guarantor, one
conformed copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be incorporated by
reference and all exhibits);




     (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement or of any order preventing or suspending the use of any
Prospectus or the initiation of any proceedings for that purpose;




     (iii) if, at any time when a Prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Securities or resales of Exchange
Notes by Participating Broker-Dealers, the representations and warranties of the Operating
Partnership or the Guarantor contained in any agreement cease to be true and correct;




     (iv) of the receipt by the Operating Partnership or the Guarantor of any notification
with respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities or the



11









 






Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or written threat of any proceeding for such purpose;




     (v) of the happening of any event, the existence of any condition or any information
becoming known that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or amendments
or supplements to such Registration Statement or Prospectus so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not misleading, and that
in the case of the Prospectus, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;




     (vi) of the Operating Partnership’s and Guarantor’s determination that a post-effective
amendment to a Registration Statement would be appropriate; and




     (vii) if at any time when a Prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Securities or resales of Exchange
Notes by Participating Broker-Dealers, the Operating Partnership and the Guarantor
determine, in their reasonable judgment, after consultation with counsel, that the continued
use of the Prospectus would require the disclosure of confidential information or interfere
with any financing, acquisition, reorganization or other material transaction involving the
Operating Partnership or the Guarantor.



     (d) Use their respective reasonable efforts to prevent the issuance of any order suspending
the effectiveness of a Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of any of the
Registrable Securities or the Exchange Notes for sale in any jurisdiction in the United States and,
if any such order is issued, to use their reasonable efforts to obtain the withdrawal of any such
order.



     (e) If a Shelf Registration Statement is filed pursuant to Section 3 and if requested
by the Holders of a majority in aggregate principal amount of the Registrable Securities being sold
in connection with an offering, (i) promptly incorporate in a Prospectus or post-effective
amendment such information as such Holders or counsel for any of them determine is reasonably
necessary to be included therein, (ii) make all required filings of such prospectus supplement or
such post-effective amendment as soon as practicable after the Operating Partnership and the
Guarantor have received notification of the matters to be incorporated in such Prospectus or
post-effective amendment and (iii) supplement or make amendments to such Registration Statement;
provided, however, that the Operating Partnership and the Guarantor shall not be
required to take any action pursuant to this Section 5(e) that would, in the opinion of
counsel for the Operating Partnership and the Guarantor, violate applicable law.



     (f) If (i) a Shelf Registration Statement is filed pursuant to Section 3 hereof or
(ii) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section
2 hereof is



12









 




required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable
Securities and to each such Participating Broker-Dealer who so requests and to their respective
counsel at the sole expense of the Operating Partnership and the Guarantor, one conformed copy of
such Registration Statement and each post-effective amendment thereto, including financial
statements and schedules and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.




     (g) If (i) a Shelf Registration Statement is filed pursuant to Section 3 hereof or
(ii) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each
selling Holder of Registrable Securities, or each such Participating Broker-Dealer, as the case may
be, and their respective counsel, at the sole expense of the Operating Partnership and the
Guarantor, as many copies of such Prospectus and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably request; and, subject to
the last paragraph of this Section 5, the Operating Partnership and the Guarantor hereby
consent to the use of such Prospectus and each amendment or supplement thereto by each of the
selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may
be, and the agents, if any, and dealers, if any, in connection with the offering and sale of the
Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment or supplement thereto.



     (h) Prior to any delivery of a Prospectus contained in the Exchange Registration Statement by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, to
use their reasonable efforts to register or qualify and to cooperate with the selling Holders of
Registrable Securities or each such Participating Broker-Dealer, as the case may be, and their
respective counsel in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder or
Participating Broker-Dealer reasonably requests in writing; provided, however, that
where Exchange Notes held by Participating Broker-Dealers or Registrable Securities are offered
other than through an underwritten offering, the Operating Partnership and the Guarantor agree to
cause their counsel to perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h); use their reasonable efforts to keep
each such registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange
Notes held by Participating Broker-Dealers or the Registrable Securities covered by the applicable
Registration Statement; provided, however, that neither the Operating Partnership
nor the Guarantor shall be required to file any general consent to service of process or to qualify
as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.



     (i) If a Shelf Registration Statement is filed pursuant to Section 3 hereof, cooperate
with the selling Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which certificates shall
not bear any



13









 




restrictive legends and shall be in a form eligible for deposit with DTC; and, if such
Registrable Securities are to be in certificated form, to enable such Registrable Securities to be
in such denominations and registered in such names as the Holders may reasonably request.




     (j) Use their respective reasonable efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the Holders thereof or the Participating Broker-Dealers,
if any, to consummate the disposition of such Registrable Securities, except as may be required
solely as a consequence of the nature of such selling Holder’s business, in which case the
Operating Partnership and the Guarantor will cooperate in all reasonable respects with the filing
of such Registration Statement and the granting of such approvals.



     (k) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event
contemplated by Sections 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof, as promptly
as practicable (in the case of Section 5(c)(vii) after cessation of the transaction(s), or
the confidentiality of the information, referred to therein), prepare and (subject to Section
5(a) hereof) file with the Commission, at the Operating Partnership’s and Guarantor’s sole
expense, a supplement or post-effective amendment to the Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities being sold thereunder or to the purchasers of the Exchange Notes to
whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will
not contain an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.



     (l) Use respective reasonable efforts to cause each series of the Registrable Securities
covered by a Registration Statement or the Exchange Notes, as the case may be, to be rated with the
appropriate rating agencies.



     (m) Prior to the effective date of the first Registration Statement relating to the
Registrable Securities, (i) provide the Trustee with certificates for, or the form of global note
with respect to, each series of the Registrable Securities or Exchange Notes, as the case may be,
in a form eligible for deposit with DTC and (ii) provide a CUSIP number for each series of the
Registrable Securities or Exchange Notes, as the case may be.



     (n) If (i) a Shelf Registration Statement is filed pursuant to Section 3 hereof or
(ii) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon reasonable
advance notice make available for inspection by any selling Holder of such Registrable Securities
being sold, or each such Participating Broker-Dealer, as the case may be, and any attorney,
accountant or other agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be (collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours without interfering in the orderly business of the
Operating Partnership or the Guarantor,



14









 




all financial and other relevant records, pertinent corporate documents and instruments of the
Operating Partnership and the Guarantor and their subsidiaries (collectively, the
“Records”) as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the respective officers, directors and employees of the
Operating Partnership and the Guarantor and their subsidiaries to supply all information reasonably
requested by any such Inspector in connection with such Registration Statement. Records that the
Operating Partnership and the Guarantor determine, in good faith, to be confidential and any
Records that they notify the Inspectors are confidential shall not be disclosed by the Inspectors
unless (A) the disclosure of such Records is necessary to avoid or correct a material misstatement
or omission in such Registration Statement, (B) the release of such Records is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction, (C) after giving reasonable prior
notice to the Operating Partnership and the Guarantor, disclosure of such information is, in the
opinion of counsel for any Inspector, necessary or advisable in connection with any action, claim,
suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, relating to or involving this Agreement or any transactions
contemplated hereby or arising hereunder or (D) the information in such Records has been made
generally available to the public. Each selling Holder of such Registrable Securities and each
such Participating Broker-Dealer will be required to agree that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by it as the basis
for any market transactions in the securities of the Operating Partnership or the Guarantor unless
and until such information is generally available to the public. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be required to further agree
that it will, upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Operating Partnership and the Guarantor and allow the Operating
Partnership and the Guarantor to undertake appropriate action to prevent disclosure of the Records
deemed confidential at the sole expense of Operating Partnership and the Guarantor.




     (o) Provide an indenture trustee for each series of Registrable Securities or the Exchange
Notes, as the case may be, and cause the Indenture or the trust indenture provided for in
Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the
effective date of the Exchange Offer or the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee and the Holders of
the Registrable Securities, to effect such changes to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its
reasonable efforts to cause such Trustee to execute, all documents as may be required to effect
such changes and all other forms and documents required to be filed with the Commission to enable
such indenture to be so qualified in a timely manner.



     (p) Comply with all applicable rules and regulations of the Commission and make generally
available to its securityholders earning statements satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Operating Partnership and the



15









 




Guarantor after the effective date of a Registration Statement, which statements shall cover
said 12-month periods.




     (q) If an Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Securities by Holders to the Operating Partnership or the Guarantor (or to such other
Person as directed by the Operating Partnership) in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be, the Operating Partnership or the Guarantor, as the case may be,
shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities
are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case
may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.



     (r) Cooperate with each seller of Registrable Securities covered by any Registration Statement
and each Participating Broker-Dealer, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with the
NASD.



     (s) Use their respective reasonable efforts to take all other steps necessary or advisable to
effect the registration of the Registrable Securities covered by a Registration Statement
contemplated hereby.



     The Operating Partnership and the Guarantor may require each seller of Registrable Securities
as to which any registration is being effected to furnish to the Operating Partnership and the
Guarantor such information regarding such seller and the distribution of such Registrable
Securities as the Operating Partnership and the Guarantor may, from time to time, reasonably
request. The Operating Partnership and the Guarantor may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such information within a
reasonable time after receiving such request and in such event shall have no further obligation
under this Agreement (including, without limitation, obligations under Section 4 hereof)
with respect to such seller or any subsequent holder of such Registrable Securities. Each seller
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Operating Partnership and the Guarantor all information required to be disclosed in order to make
the information previously furnished to the Operating Partnership and the Guarantor by such seller
not materially misleading.



     Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by
acquisition of such Registrable Securities or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Operating
Partnership or the Guarantor of the happening of any event of the kind described in Sections
5(c)(ii), 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof, such
Holder will forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating
Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof,
or until it is advised in writing by the Operating Partnership and the Guarantor that the use of
the applicable Prospectus may be resumed, and has received copies of any amendments or supplements
thereto. If the Operating Partnership or the Guarantor shall give any such notice, each of the
Effectiveness Period and the



16









 




Applicable Period shall be extended by the number of days during such periods from and
including the date of the giving of such notice to and including the date when each seller of
Registrable Securities covered by such Registration Statement or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, shall have received (i) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or (ii) written
notice that use of the applicable Prospectus may be resumed, provided that the Effectiveness Period
and the Applicable Period shall not be extended beyond two years after the Closing Date.




6. Registration Expenses




     (a) All fees and expenses incident to the performance of or compliance with this Agreement by
the Operating Partnership and the Guarantor shall be borne by the Operating Partnership and the
Guarantor whether or not the Exchange Registration Statement or a Shelf Registration Statement is
filed or becomes effective, including, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, reasonable fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Securities or Exchange Notes and determination of
the eligibility of the Registrable Securities or Exchange Notes for investment under the laws of
such jurisdictions (x) where the holders of Registrable Securities are located, in the case of the
Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or
Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii)
printing and duplicating expenses, including, without limitation, expenses of preparing
certificates for Registrable Securities or Exchange Notes in a form eligible for deposit with DTC
and of printing or duplicating Prospectuses if the printing of Prospectuses is requested by the
Holders of a majority in aggregate principal amount of the Registrable Securities included in any
Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Operating Partnership and the Guarantor and fees and disbursements of special counsel for the
sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v)
rating agency fees, if any, and any fees associated with making the Registrable Securities or
Exchange Notes eligible for trading through DTC, (vi) Securities Act liability insurance, if the
Operating Partnership and the Guarantor desire such insurance, (vii) fees and expenses of all other
Persons retained by the Operating Partnership and the Guarantor, (viii) internal expenses of the
Operating Partnership and the Guarantor (including, without limitation, all salaries and expenses
of officers and employees of the Operating Partnership and the Guarantor performing legal or
accounting duties), (ix) the expense of any annual audit, (x) the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities exchange, if
applicable, and (xi) the expenses relating to printing, word processing and distributing of all
Registration Statements, underwriting agreements, securities sales agreements, indentures and any
other documents necessary to comply with this Agreement.



     (b) The Operating Partnership and the Guarantor shall (i) reimburse the Holders of the
Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees
and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate
principal amount of the Registrable Securities to be included in such Registration Statement, and
(ii) reimburse reasonable out-of-pocket expenses (other than legal expenses) of



17









 




Holders of Registrable Securities incurred in connection with the registration and sale of the
Registrable Securities pursuant to a Shelf Registration Statement.




7. Indemnification




     (a) Each of the Operating Partnership and the Guarantor agrees to indemnify and hold harmless
each Holder of Registrable Securities offered pursuant to a Shelf Registration Statement and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period, the officers and
directors of each such Person or its affiliates, and each other Person, if any, who controls any
such Person or its affiliates within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (each, a “Participant”), from and against any and all
losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees
and other expenses actually incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement pursuant to which the offering of such
Registrable Securities or Exchange Notes, as the case may be, is registered (or any amendment
thereto) or related Prospectus (or any amendments or supplements thereto), or caused by, arising
out of or based upon any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that none of the
Operating Partnership or the Guarantor will be required to indemnify a Participant if (i) such
losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with information relating to
any Participant furnished to the Operating Partnership and the Guarantor in writing by or on behalf
of such Participant expressly for use therein or (ii) if such Participant sold to the Person
asserting the claim the Registrable Notes or Exchange Notes that are the subject of such claim
after receipt of a notice from the Operating Partnership and the Guarantor pursuant to Sections
5(c)(ii), 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof and
prior to receipt of copies of a supplemented or amended Prospectus contemplated by Section
5(k) hereof, or written notice from the Operating Partnership and the Guarantor that the use of
the applicable Prospectus may be resumed.



     (b) Each Participant shall be required to agree to indemnify and hold harmless the Operating
Partnership and the Guarantor, the Operating Partnership’s directors and officers, the Guarantor’s
directors and officers and each Person who controls the Operating Partnership and the Guarantor
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each
other Participant to the same extent as the foregoing indemnity from the Operating Partnership and
the Guarantor to each Participant, but only (i) with reference to information relating to such
Participant furnished to the Operating Partnership in writing by or on behalf of such Participant
expressly for use in any Registration Statement or Prospectus or any amendment or supplement
thereto or (ii) with respect to any untrue statement or representation made by such Participant in
writing to the Operating Partnership. The liability of any Participant under this paragraph shall
in no event exceed the proceeds received by such Participant from sales of Registrable Securities
or Exchange Notes giving rise to such obligations.



18









 





     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnity may
be sought pursuant to either of the two preceding paragraphs, such Person (the “Indemnified
Person”) shall promptly notify the Person against whom such indemnity may be sought (the
“Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others the Indemnifying Person may reasonably designate in
such proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel
related to such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability that it may have hereunder
or otherwise (unless and only to the extent that such failure directly results in the loss or
compromise of any material rights or defenses by the Indemnifying Person and the Indemnifying
Person was not otherwise aware of such action or claim). In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying
Person shall have failed within a reasonable period of time to retain counsel reasonably
satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including
any impleaded parties) include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, unless there exists a conflict
among Indemnified Persons, the Indemnifying Person shall not, in connection with any one such
proceeding or separate but substantially similar related proceedings in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such
fees and expenses shall be reimbursed promptly as they are incurred. Any such separate firm for
the Participants and such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Securities and Exchange Notes sold by
all such Participants and any such separate firm for the Operating Partnership and the Guarantor,
their respective directors, officers and such control Persons of the Operating Partnership and the
Guarantor shall be designated in writing by the Operating Partnership and the Guarantor. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
prior written consent, but if settled with such consent or if there be a final non-appealable
judgment for the plaintiff for which the Indemnified Person is entitled to indemnification pursuant
to this Agreement, the Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the prior written consent of the Indemnified Person (which
consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a
party, and indemnity could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Person.



19









 





     (d) If the indemnification provided for in the first and second paragraphs of this Section
7 is for any reason unavailable to, or insufficient to hold harmless, an Indemnified Person in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Person or
Persons on the one hand and the Indemnified Person or Persons on the other in connection with the
statements or omissions or alleged statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof). The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Operating Partnership and the Guarantor on the one hand or such Participant or such
other Indemnified Person, as the case may be, on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission,
and any other equitable considerations appropriate in the circumstances.



     (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the Participants
were treated as one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any reasonable legal or other expenses actually incurred by
such Indemnified Person in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a Participant be
required to contribute any amount in excess of the amount by which proceeds received by such
Participant from sales of Registrable Securities or Exchange Notes, as the case may be, exceeds the
amount of any damages that such Participant has otherwise been required to pay or has paid by
reason of such untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.



     (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is
entitled to indemnification or contribution under this Section 7 shall be paid by the
Indemnifying Person to the Indemnified Person as such losses, claims, damages, liabilities or
expenses are incurred. The indemnity and contribution agreements contained in this Section
7 and the representations and warranties of the Operating Partnership and the Guarantor set
forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any Person who controls a Holder, the Operating
Partnership and the Guarantor, their respective directors, officers, employees, agents or
controlling persons, and (ii) any termination of this Agreement.



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     (g) The indemnity and contribution agreements contained in this Section 7 will be in
addition to any liability that the Indemnifying Persons may otherwise have to the Indemnified
Persons referred to above.



8. Rule 144 and 144A




     Each of the Operating Partnership and the Guarantor covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, if at any time the Operating
Partnership and the Guarantor are not required to file such reports, they will, upon the request of
any Holder of Registrable Securities, make available to any Holder or beneficial owner of
Registrable Securities in connection with any sale thereof and any prospective purchaser of such
Registrable Securities from such Holder or beneficial owner the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A.



9. Miscellaneous




     (a) No Inconsistent Agreements. The Operating Partnership and the Guarantor have not
entered into, as of the date hereof, and shall not, after the date of this Agreement, enter into
any agreement with respect to any of the Operating Partnership’s or the Guarantor’s securities that
is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement
or otherwise conflicts with the provisions hereof. Except for registration obligations that
heretofore have been fulfilled in their entirety and except as provided in that certain
Registration Rights Agreement, dated as of September 17, 1999, as amended to date by and among
Tejas Energy, LLC, a Delaware limited liability company, and the Partnership, the Operating
Partnership and the Guarantor have not entered and will not enter into any agreement with respect
to any of the Operating Partnership’s or the Guarantor’s securities that will grant to any Person
piggy-back registration rights with respect to a Registration Statement.



     (b) Adjustments Affecting Registrable Securities. The Operating Partnership and the
Guarantor shall not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of Registrable
Securities to include such Registrable Securities in a registration undertaken pursuant to this
Agreement.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given,
otherwise than with the prior written consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose securities are being
sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair, limit or compromise
the rights of other Holders of Registrable Securities may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement;



21









 




provided, however, that the provisions of
this sentence may not be amended, modified or supplemented except in accordance with the provisions
of the immediately preceding sentence.




     (d) Notices. All notices and other communications (including without limitation any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:




	 	(1)  	if to a Holder of the Registrable Securities or any Participating
Broker-Dealer, at the most current address, if any, of such Holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar under the
Indenture, with a copy in like manner to the Initial Purchasers as follows:





	 	 	 
	

	 	J.P. Morgan Securities Inc.
	

	 	270 Park Avenue, 8th Floor, New York, New York 10017
	

	 	Attention: Investment Grade Syndicate Desk
	

	 	Phone: 212-834-4533
	

	 	Fax: 212-834-6081







	 	(2)  	if to the Initial Purchasers, at the addresses specified in Section
9(d)(1)
	 
	 	(3)  	if to the Operating Partnership and the Guarantor, at the address as follows:





	 	 	 
	

	 	Enterprise Products Partners L.P.
	

	 	2727 North Loop West, Suite 700
	

	 	Houston, Texas 77008-1044
	

	 	Facsimile No.: (713) 880-6570
	

	 	Attention: Chief Legal Officer







with a copy to:



	 	 	 
	

	 	Vinson & Elkins L.L.P.
	

	 	1001 Fannin St.
	

	 	Houston, Texas 77002-6760
	

	 	Facsimile No.: (713) 615-5282
	

	 	Attention: Mickey Finch






     All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; one business day after being timely delivered to a next-day air courier; and
when receipt is acknowledged by the addressee, if sent by facsimile.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in the
Indenture.



     (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto; provided, however,
that



22









 




this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign holds Registrable Securities.




     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.



     (i) Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.



     (j) Notes Held by the Operating Partnership and the Guarantor or their Affiliates.
Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Operating Partnership and the
Guarantor or their affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



     (k) Third Party Beneficiaries; Limitations on Remedies. Holders of Registrable Securities
and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and this
Agreement may be enforced by such Persons. The receipt of Additional Interest pursuant to Section
4(a) shall be the sole monetary remedy available to Holders for the failure of the Operating
Partnership or the Guarantor to meet the registration obligations set forth herein for Registrable
Securities.



     (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein



23









 




and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial Purchasers on the
one hand and the Operating Partnership and the Guarantor on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors
in interest with respect to the subject matter hereof and thereof are merged herein and replaced
hereby.




24









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	 	For the Operating Partnership:
	 
	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P.
	 
	 	 	 	 
	

	 	By:
	 	Enterprise Products OLPGP, Inc., its general partner
	 
	 	 	 	 
	

	 	By:
	 	   /s/ Richard H. Bachmann
	

	 	 	 	 
	

	 	 	 	Name: Richard H. Bachmann
	

	 	 	 	Title: Executive Vice President
	 
	 	 	 	 
	 	 	For the Partnership:
	 
	 	 	 	 
	 	 	ENTERPRISE PRODUCTS PARTNERS L.P.
	 
	 	 	 	 
	

	 	By:
	 	      Enterprise Products GP, LLC, its general partner
	 
	 	 	 	 
	

	 	By:
	 	   /s/ Richard H. Bachmann
	

	 	 	 	 
	

	 	 	 	Name: Richard H. Bachmann
	

	 	 	 	Title: Executive Vice President






Registration Rights Agreement




 









 








	 	 	 	 	 
	 	 	For themselves and for the Initial Purchasers:
	 
	 	 	 	 
	 	 	J.P. MORGAN SECURITIES INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ STEPHEN L. SHEINER
	

	 	 	 	 
	

	 	 	 	Name: Stephen L. Sheiner
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ TREVOR HEINZINGER
	

	 	 	 	 
	

	 	 	 	Name: Trevor Heinzinger
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	LEHMAN BROTHERS INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ GREGORY J. HALL
	

	 	 	 	 
	

	 	 	 	Name: Gregory J. Hall
	

	 	 	 	Title: Managing Director






Registration Rights Agreement