exv4w2



 






EXHIBIT 4.2


 


 




ENTERPRISE PRODUCTS OPERATING L.P.




AS ISSUER,




ENTERPRISE PRODUCTS PARTNERS L.P.




AS PARENT GUARANTOR,




and




WELLS FARGO BANK,

NATIONAL ASSOCIATION,




AS TRUSTEE










FIFTH SUPPLEMENTAL INDENTURE




Dated as of March 2, 2005




to




Indenture dated as of October 4, 2004










$250,000,000




Series A and Series B




5.00% Senior Notes due 2015



 


 




 









 








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

	 	Legends
	 	 	4	 
	SECTION 1.6

	 	Registration Rights Agreement
	 	 	7	 
	SECTION 1.7

	 	Guarantee of the Notes
	 	 	7	 
	SECTION 1.8

	 	Defeasance and Discharge
	 	 	7	 
	SECTION 1.9

	 	Amendment to Section 4.12 of the Original Indenture
	 	 	7	 
	SECTION 1.10

	 	Amendment to Section 4.13 of the Original Indenture
	 	 	7	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	REDEMPTION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.1

	 	Redemption
	 	 	8	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	MISCELLANEOUS PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.1

	 	Table of Contents, Headings, etc.
	 	 	8	 
	SECTION 3.2

	 	Counterpart Originals
	 	 	8	 
	SECTION 3.3

	 	Governing Law
	 	 	8	 
	 
	 	 	 	 	 	 
	EXHIBIT A

	 	Form of Note
	 	 	A-1	 
	EXHIBIT B

	 	Form of Certificate to be Delivered Upon Exchange or Registration
of Transfer Notes
	 	 	B-1	 
	EXHIBIT C

	 	Form of Certificate to be Delivered in Connection with Transfers
Pursuant to Regulation S
	 	 	C-1	 






i









 





     THIS FIFTH SUPPLEMENTAL INDENTURE dated as of March 2, 2005, is among Enterprise Products
Operating L.P., a Delaware limited partnership (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 Fifth Supplemental Indenture shall have the meaning assigned to such term in the
Original Indenture (as defined below).



RECITALS:




     WHEREAS, the Issuer and the Parent Guarantor have executed and delivered to the Trustee an
Indenture, dated as of October 4, 2004 (the “Original Indenture” and as supplemented by this Fifth
Supplemental Indenture, the “Indenture”), providing for the issuance by the Issuer 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, on or before the date hereof the Issuer has issued several series of Debt Securities
pursuant to previous supplements to the Original Indenture;



     WHEREAS, the Issuer has duly authorized and desires to cause to be issued pursuant to the
Original Indenture and this Fifth Supplemental Indenture two series of Debt Securities designated
the “5.00% Series A Senior Notes due 2015” (the “Series A Notes”) and the “5.00% Series B Senior
Notes due 2015” (the “Series B Notes” and, together with the Series A Notes, 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 Fifth 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 Original 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 Fifth
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 Original Indenture:



 









 





ARTICLE I

THE NOTES




     SECTION 1.1 Form.



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



     The Series A Notes and the Series B Notes shall be treated as a single series of Debt
Securities for purposes of determining whether Holders of the requisite principal amount of Notes
have given any notice, consent or waiver or taken any other action permitted under the Indenture.



     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 Series A Notes shall be entitled the “5.00% Series A Senior Notes due 2015,” and the
Series B Notes shall be entitled the “5.00% Series B Senior Notes due 2015.” The Trustee shall
authenticate and deliver (i) Series A Notes for original issue on the date hereof (the “Original
Series A Notes”) in the aggregate principal amount of $250 million, (ii) additional Series A Notes
(or, if registered under the Securities Act upon initial issuance, additional Series B 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, and
(iii) Series B Notes for original issue from time to time thereafter for issue only in
exchange for a like principal amount of Series A Notes, 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



2









 







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, whether the Notes are Series A Notes or Series
B Notes, 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 $250 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 Indenture).



     The principal amount of each Note shall be payable on March 1, 2015. Each Series A Note shall
bear interest from the date of original issuance, or the most recent date to which interest has
been paid, at the fixed rate of 5.00% per annum. Each Series B Note shall bear interest at the
same rate from the most recent date to which interest shall have been paid on the Series A Note for
which such Series B Note was exchanged or, if no interest shall have been paid on such Series A
Note, then from the date of original issuance of such Series A Note. The dates on which interest
on the Notes shall be payable shall be March 1 and September 1 of each year, commencing September
1, 2005 in the case of the Original Series A Notes (the “Interest Payment Dates”). The regular
record date for interest payable on the Notes on any Interest Payment Date shall be the February 15
or August 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.



          (i) Transfer and Exchange of Notes in Definitive Form. In addition to the requirements set
forth in Section 2.07 of the Original Indenture, Notes in definitive form that are Registrable
Securities under the Registration Rights Agreement referred to in Section 1.5 hereof (the “Transfer
Restricted Securities”) presented or surrendered for registration of transfer or exchange pursuant
to Section 2.07 of the Original Indenture shall be accompanied by the
following additional information and documents, as applicable, upon which the Registrar may
conclusively rely:





          (a) if such Transfer Restricted Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a



3









 







 certification from
such Holder to that effect (in substantially the form of Exhibit B hereto); or




          (b) if such Transfer Restricted Securities are being transferred (1) to a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) in accordance with
Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in
accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if
the Issuer or the Trustee so requests) or (3) pursuant to an effective registration
statement under the Securities Act, a certification to that effect from such Holder (in
substantially the form of Exhibit B hereto); or




          (c) if such Transfer Restricted Securities are being transferred pursuant to an
exemption from registration in accordance with Rule 904 of Regulation S under the Securities
Act, certifications to that effect from such Holder (in substantially the form of
Exhibits B and C hereto) and an opinion of counsel to that effect if the Issuer or
the Trustee so requests; or




          (d) if such Transfer Restricted Securities are being transferred in reliance on and in
compliance with another exemption from the registration requirements of the Securities Act,
a certification to that effect from such Holder (in substantially the form of Exhibit
B hereto) and an opinion of counsel to that effect if the Issuer or the Trustee so
requests.



          (ii) Transfer and Exchange of Global Notes. 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 Article I of this Fifth Supplemental Indenture (including the
restrictions on transfer set forth therein and herein) and the rules and procedures of the
Depositary therefor, which shall include restrictions on transfer comparable to those set forth
therein and herein to the extent required by the Securities Act of 1933, as amended.




     SECTION 1.5 Legends.



          (i) Except as permitted by the following paragraphs (ii) and (iii) immediately below, each
certificate evidencing the Book-Entry Notes and Notes in definitive form (and all Notes issued in
exchange therefor or substitution thereof) shall bear a legend in substantially the following form:





THE ISSUANCE AND SALE OF THIS SECURITY (AND ANY GUARANTEE HEREOF) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE
SECURITIES LAWS AND NEITHER THIS SECURITY (NOR ANY GUARANTEE HEREOF) NOR ANY
INTEREST OR PARTICIPATION HEREIN (OR THEREIN) MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE



4









 






REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.




THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, AGREES FOR THE BENEFIT OF THE
ISSUER THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE THERETO UNDER RULE 144(K)
UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY (THE “RESALE
RESTRICTION TERMINATION DATE”) OTHER THAN (1) TO THE ISSUER OR ITS SUBSIDIARIES, (2)
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER, IF APPLICABLE), (3) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER, IF APPLICABLE), (4)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT, IF AVAILABLE, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $1,000, OR (5)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO
EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS
PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN
ITS OR THEIR CONTROL, AND SUBJECT TO THE RIGHT OF THE ISSUER OR THE TRUSTEE FOR THE
SECURITIES PRIOR TO ANY SUCH SALE, PLEDGE OR OTHER TRANSFER TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER ON OR AFTER
THE RESALE RESTRICTION TERMINATION DATE.



       In addition, if any of the Notes are issued in reliance on Regulation S promulgated under the
Securities Act, then such Notes shall also bear a legend substantially in the following form:




THIS NOTE IS A GLOBAL SECURITY ISSUED IN RELIANCE ON REGULATION S PROMULGATED UNDER
THE U.S. SECURITIES ACT OF



5









 






1933, AS AMENDED (THE “SECURITIES ACT”). PRIOR TO THE
EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD WHICH SHALL EXTEND FOR A PERIOD OF
FORTY (40) DAYS AFTER THE DATE ON WHICH THE NOTES EVIDENCED HEREBY ARE FIRST OFFERED
TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S OR THE DATE OF
CLOSING OF THE OFFERING, WHICHEVER IS LATER, BENEFICIAL INTERESTS HEREIN MAY NOT BE
HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON WHO
PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT PURSUANT TO RULE 144A PROMULGATED THEREUNDER. BENEFICIAL INTERESTS
HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN IN ACCORDANCE WITH THE
TERMS OF THE INDENTURE. THE TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S
UNDER THE SECURITIES ACT.



          (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer
Restricted Security represented by a Book-Entry Note) pursuant to Rule 144 under the Securities Act
or an effective registration statement under the Securities Act, which shall be certified to the
Trustee and Registrar upon which each may conclusively rely:





          (a) in the case of any Transfer Restricted Security in definitive form, the Registrar
shall permit the Holder thereof to exchange such Transfer Restricted Security for a Note in
definitive form that does not bear the legend(s) set forth in paragraph (i) above and
rescind any restriction on the transfer of such Transfer Restricted Security; and




          (b) in the case of any Transfer Restricted Security represented by a Book-Entry Note,
such Book-Entry Note shall not be required to bear the legend(s) set forth in paragraph (i)
above if all other interests in such Book-Entry Note have been or are concurrently being
sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an
effective registration statement under the Securities Act, but such Book-Entry Note shall
continue to be subject to the provisions of Section 2.15 of the Original Indenture and
Section 1.4(ii) of this Fifth Supplemental Indenture.



          (iii) Notwithstanding the foregoing, upon consummation of the Exchange Offer (as defined in
the Registration Rights Agreement), the Issuer shall issue and, upon receipt of a Company Order in
accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B
Notes in exchange for a like principal amount of Series A Notes accepted for exchange in the
Exchange Offer, which Series B Notes shall not bear the legend(s) set forth in paragraph (i) above,
and the Registrar shall rescind any restriction on the transfer of such Series B Notes, in each
case unless the Holder of such Series A Notes is either (A) a broker-
dealer tendering Series A Notes acquired directly from the Issuer, (B) a Person participating
in the Exchange Offer for purposes of distributing the Series B Notes or that does not acquire them
in the ordinary course of such Person’s business or (C) a Person who is an “affiliate” (as defined
in Rule 405 under the Securities Act) of the Issuer. The Issuer shall identify to the Trustee such
Holders of the Notes in a written certification signed by an Officer of the General Partner and,




6









 








absent certification from the Issuer to such effect, the Trustee shall assume that there are no
such Holders.




     SECTION 1.6 Registration Rights Agreement.



     Holders of the Notes shall have the benefit of the Issuer’s and the Parent Guarantor’s
registration obligations with respect to the Notes under the Registration Rights Agreement dated
March 2, 2005 by and among the Issuer, the Parent Guarantor and the Initial Purchasers named
therein. Furthermore, unless the context otherwise requires, all references in the Original
Indenture or in this Fifth Supplemental Indenture to “interest” in relation to the Notes shall be
deemed to include any additional interest that may be owing with respect to the Notes under the
Registration Rights Agreement.



     SECTION 1.7 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 1.8 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 1.9 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 outstanding
Indebtedness (other than the Debt Securities) secured by liens, other than Permitted Liens, upon
Principal Properties or upon any capital stock of any Restricted Subsidiary, and the
aggregate amount of Attributable Indebtedness deemed to be outstanding in respect of all other
Sale/Leaseback Transactions (exclusive of any such Sale/Leaseback Transactions otherwise permitted
under clauses (a) through (d), inclusive, of this Section), does not exceed 10% of Consolidated Net
Tangible Assets.”



     SECTION 1.10 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



7









 







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.



     Except as provided in paragraph 5 of the Notes, 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 Fifth 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 Fifth Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement.



     SECTION 3.3 Governing Law.



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




8









 








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



	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P.,	 	 
	

	 	 	 	     as Issuer	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	     Enterprise Products OLPGP, Inc.

     its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	     /s/ Michael A. Creel	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: Michael A. Creel	 	 
	

	 	 	 	Title:   Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS PARTNERS L.P.,	 	 
	

	 	 	 	     as Parent Guarantor	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	     Enterprise Products GP, LLC

     its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	     /s/ Michael A. Creel	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: Michael A. Creel	 	 
	

	 	 	 	Title:   Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION,	 	 
	

	 	 	 	     as Trustee	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	      /s/ Melissa A. Scott	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Melissa A. Scott	 	 
	

	 	Title:
	 	Vice President	 	 







9









 








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 L.P.




5.00% SERIES __ SENIOR NOTE DUE 2015




CUSIP                     




     ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (the “Company,” which term
includes any successor under the Indenture hereinafter referred to), for value received, hereby
promises to pay to [Cede & Co.]* or its registered assigns, the principal sum of
                                         ($                     U.S. dollars, [or such greater or lesser principal sum as is shown
on the attached Schedule of Increases and Decreases in Global Security]*, on March 1,
2015 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
5.00% payable on March 1 and September 1 of each year, to the person in









	* 	 	 To be included in a Book-Entry Note.




A-1









 










whose name the Security is registered at the close of business on the record date for such
interest, which shall be the preceding February 15 and August 15 (each, a “Regular Record Date”),
respectively, payable commencing on September 1, 2005, with interest accruing from March 2, 2005,
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
$250 million in principal amount designated as the 5.00% Series ___Senior Notes due 2015 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 supplemented by the Fifth Supplemental Indenture dated as of March 2, 2005,
duly executed by the Company, the Parent Guarantor and the Trustee (the “Fifth Supplemental
Indenture”, and together with the Original 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 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
General Partner.



Dated:                     




	 	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	Enterprise Products OLPGP, Inc.

its General Partner
	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION:




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



	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

          as Trustee
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Authorized Signatory	 	 






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[REVERSE OF SECURITY]

ENTERPRISE PRODUCTS OPERATING L.P.




5.00% SERIES __ SENIOR NOTE DUE 2015




     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 5.00% Series ___Senior Notes due 2015 of the Company, in initial aggregate principal amount
of $250 million (the “Securities”).




	1.  	Interest.





     The Company promises to pay interest on the principal amount of this Security at the rate of
5.0% per annum.



     The Company will pay interest semi-annually on March 1 and September 1 of each year (each an
“Interest Payment Date”), commencing September 1, 2005. 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 March 2, 2005. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The Company shall pay interest (including post-petition
interest in any proceeding under any applicable bankruptcy laws) on overdue installments of
interest (without regard to any applicable grace period) and on overdue principal and premium, if
any, from time to time on demand at the same rate per annum, in each case to the extent lawful.




	2.  	Method of Payment.





     The Company shall pay interest on the Securities (except Defaulted Interest) to the persons
who are the registered Holders at the close of business on the Regular Record Date immediately
preceding the Interest Payment Date. Any such interest not so punctually paid or duly provided for
(“Defaulted Interest”) may be paid to the persons who are registered Holders at the close of
business on a special record date for the payment of such Defaulted Interest, or in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such
Securities may then be listed if such manner of payment shall be deemed practicable by the Trustee,
as more fully provided in the Indenture. The Company shall pay principal, premium, if any, and
interest in such coin or currency of the United States of America as at the time of payment shall
be legal tender for payment of public and private debts. Payments in respect of a Global Security
(including principal, premium, if any, and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Depositary. Payments in respect of Securities in
definitive form (including principal, premium, if any, and



A-4









 







interest) will be made at the office or agency of the Company maintained for such purpose
within The City of New York, which initially will be Wells Fargo Corporate Trust, c/o DTC, 1st
Floor, TADS Department, 55 Water Street, New York, New York 10041, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders on the relevant record date
at their addresses set forth in the Debt Security Register of Holders or at the option of the
Holder, payment of interest on Securities in definitive form will be made by wire transfer of
immediately available funds to any account maintained in the United States, provided such Holder
has requested such method of payment and provided timely wire transfer instructions to the paying
agent. The Holder must surrender this Security to a paying agent to collect payment of principal.




	3.  	Paying Agent and Registrar.





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




	4.  	Indenture.





     This Security is one of a duly authorized issue of Debt Securities of the Company issued and
to be issued in one or more series under the Indenture.



     Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein.
The terms of the Securities include those stated in the Original Indenture, those made part of the
Indenture by reference to the TIA, as in effect on the date of the Original Indenture, and those
terms stated in the Fifth Supplemental Indenture. The Securities are subject to all such terms,
and Holders of Securities are referred to the Original Indenture, the Fifth 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 $250 million;
provided, however, that the authorized aggregate principal amount of such series may be increased
from time to time as provided in the Fifth 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 (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 15 basis points;
plus, in either case, accrued interest to the Redemption Date.



A-5









 





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



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



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities 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; 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 J.P. Morgan Securities Inc. (and its successors),
Citigroup Global Markets, Inc. (and its successors), and Lehman Brothers Inc. (and its successors)
or, if no such firm is willing and able to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the Trustee and
reasonably acceptable to the Issuer.



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



     “Reference Treasury Dealer” means (a) J.P. Morgan Securities Inc. (and its successors) and (b)
one other primary U.S. government securities dealer in New York City selected by the Independent
Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that if either of the
foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another
Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date for the Securities, an average, as determined by the Trustee, 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 the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.



A-6









 





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



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



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




	6.  	Denominations; Transfer; Exchange.





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




	7.  	Person Deemed Owners.





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




	8.  	Amendment; Supplement; Waiver.





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




	9.  	Defaults and Remedies.





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



A-7









 







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




	10.  	Registration Rights.





     The Holder of this Security may be entitled to the benefits of the Registration Rights
Agreement (the “Registration Rights Agreement”) dated as of March 2, 2005, by and among the
Company, the Parent Guarantor and the Initial Purchasers named therein. In certain events, the
Company shall be required to pay to each affected Holder additional interest on the Securities, on
the terms and subject to the conditions of the Registration Rights Agreement, and all references to
“interest” herein include any such additional interest unless the context otherwise requires.




	11.  	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.




	12.  	Authentication.





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




	13.  	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).



A-8









 






	14.  	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.




	15.  	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.




	16.  	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.




	17.  	Governing Law.





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




	18.  	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.




	19.  	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:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	 






A-10









 






ABBREVIATIONS




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



	 	 	 	 	 	 	 
	TEN COM

	 	–
	 	as tenants in common
	UNIF GIFT MIN ACT –	 
	

	 	 	 	 	 	(Cust.)
	 
	 	 	 	 	 	 
	TEN ENT

	 	–
	 	as tenants by entireties
	Custodian for:	 
	

	 	 	 	 	 	(Minor)
	 
	 	 	 	 	 	 
	

	 	 	 	 	under Uniform Gifts to	 
	JT
TEN   

	 	–
	 	as joint tenants
with right of survivorship
	Minors Act of	 
	

	 	 	 	and not as tenants in common
	 	(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:




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











	* To included in a Book-Entry Note.




A-12









 










Exhibit B




FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF NOTES





	   	Re: 5.00% Senior Notes due 2015 of Enterprise Products Operating L.P.





     This Certificate relates to $___principal amount of Notes held in** ___book-entry or
**___definitive form by                                          (the “Transferor”).



     The Transferor has requested the Trustee by written order to exchange or register the transfer
of a Note or Notes.



     In connection with such request and in respect of each such Note, the Transferor does hereby
certify that the Transferor is familiar with the Indenture relating to the above-captioned Notes
and that the transfer of this Note does not require registration under the Securities Act (as
defined below) because:**



     o Such Note is being acquired for the Transferor’s own account without transfer.



     o Such Note is being transferred (i) to a “qualified institutional buyer” (as defined in Rule
144A under the Securities Act of 1933, as amended (the “Securities Act”)), in accordance with Rule
144A under the Securities Act, that is purchasing for its own account or for the account of another
qualified institutional buyer, in each case to whom notice is given that the transfer is being made
in reliance on Rule 144A, or (ii) pursuant to an exemption from registration in accordance with
Rule 904 of Regulation S under the Securities Act (and in the case of clause (ii), based upon an
opinion of counsel if the Company or the Trustee so requests, together with a certification in
substantially the form of Exhibit C to the Indenture).



     o Such Note is being transferred (i) pursuant to an exemption from registration in accordance
with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Company or the
Trustee so requests) or (ii) pursuant to an effective registration statement under the Securities
Act.



     o Such Note is being transferred in reliance on and in compliance with another exemption from
the registration requirements of the Securities Act (and based upon an opinion of counsel if the
Company or the Trustee so requests).



	 	 	 	 	 
	 	 	[INSERT NAME OF TRANSFEROR]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:









	 	 	 	 	 
	Date	 	 








**
 Fill in blank or check appropriate box, as applicable.




B-1









 








Exhibit C




FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION




WITH TRANSFERS
PURSUANT TO REGULATION S




_____________, ____




Wells Fargo Bank, National Association, as Registrar

505 Main Street, Suite 301

Fort Worth, Texas 76102

Attention: Corporate Trust Department



Ladies and Gentlemen:




     In connection with our proposed sale of certain 5.00% Senior Notes due 2015 (the “Notes”) of
Enterprise Products Operating L.P. (the “Company”), we represent that:




     (a) the offer of the Notes was not made to a person in the United States;




     (b) either (i) at the time the buy order was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States or (ii) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither we nor any
person acting on our behalf knows that the transaction has been pre-arranged with a buyer in
the United States;




     (c) no directed selling efforts have been made by us in the United States in
contravention of the requirements of Rule 904(a) of Regulation S; and




     (d) the transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933.



In addition, if the sale is made during a distribution compliance period and the provisions of Rule
904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in
accordance with the applicable provisions of Rule 904(b)(1).




     You and the Company are entitled to rely upon this letter and you are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S under the U.S. Securities Act of 1933.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	

	 	[Name]	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	Address:	 	 







C-1