GLOBAL NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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.
R-GN1 Principal Amount
ENTERPRISE PRODUCTS OPERATING L.P. $350,000,000
8.25% SENIOR NOTE DUE MARCH 15, 2005
CUSIP 293791 AA 7
ENTERPRISE PRODUCTS OPERATING L.P., a limited partnership duly organized and
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation or other entity under the
Indenture referred to below), for value received, hereby promises to pay to Cede
& Co., as the nominee of DTC, or registered assigns, the principal amount of
Three Hundred and Fifty Million Dollars ($350,000,000), on March 15, 2005 (the
"Maturity Date") and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on March 15 and September 15 ("Interest Payment Date") in
each year, beginning on September 15, 2000, and at the Maturity Date specified
above on said principal amount, at the rate of 8.25% per annum, from the date
hereof until payment of said principal amount has been made or duly provided
for. The interest so payable on any Interest Payment Date (other than at
maturity) will be paid to the Person in whose name this Global Note is
registered at the close of business on the first day of the month in which such
interest payment is due (a "Regular Record Date"), unless the Company shall
default in the payment of interest due on any such Interest Payment Date, in
which case such defaulted interest shall be paid to the Person in whose name
this Global Note is registered at the close of business on a special record date
for the payment of such defaulted interest established by notice to the
registered holders of Notes not less than ten (10) days preceding such
special record date. In any case, where the date for any payment on the Notes is
not a Business Day, such payment shall be made on the next succeeding Business
Day.
Both principal of, premium, if any, and interest on this Global Note are payable
in immediately available funds in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public
and private debts. Payments of principal of, premium, if any, and interest will
be made initially at the corporate trust office of First Union National Bank
located at 50 Broad Street, Suite 550, New York, New York 10004, or at such
other office or agency of the Company as the Company shall designate pursuant to
the Indenture referred to elsewhere herein.
This Global Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (the "Securities"), of the
series hereinafter specified, issued or to be issued under an Indenture dated as
of March 15, 2000, duly executed and delivered by the Company and Enterprise
Products Partners L.P., as Guarantor, to First Union National Bank, a banking
corporation existing under the laws of the United States of America, as trustee
(the "Trustee"), to which Indenture reference is hereby made for a description
of the respective rights and duties thereunder of the Trustee, the Company, the
Guarantor and the Holders of the Securities. The 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 at different
rates, may be subject to different redemption provisions, may be subject to
different sinking, purchase or analogous funds, may be subject to different
covenants and events of default and may otherwise vary as in the Indenture
provided. This Global Note is a Global Security representing the entire
principal amount of a series of Securities designated "8.25% Senior Notes Due
March 15, 2005" (the "Notes") issued under the Indenture. Unless otherwise
provided herein, all terms used in this Global Note that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Notes do not have a sinking fund.
The Notes will be redeemable, at the Company's option, at any time in whole, or
from time to time in part, at a price equal to the greater of (i) 100% of the
principal amount of the Notes 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) thereon
(exclusive of interest accrued to the date of redemption) discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Yield plus 25 basis points,
plus, in either case, accrued interest to the date of redemption.
For purposes of determining the optional redemption price, the following
definitions are applicable:
"Treasury Yield" means, with respect to any Redemption Date applicable to
the Notes, 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 such
Redemption Date.
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"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes 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 Notes.
"Independent Investment Banker" means Chase Securities Inc. (and its
successors), or, if such firm is unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee and reasonably
acceptable to the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (a)
the 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
such 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 (i) the average of the Reference Treasury Dealer Quotations
obtained by the Trustee for such Redemption Date, after excluding the
highest and lowest of four such Reference Treasury Dealer Quotations, or
(ii) if the Trustee is unable to obtain at least four such Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer
Quotations obtained by the Trustee.
"Reference Treasury Dealer" means Chase Securities Inc. (and its
successors) and three other primary U.S. government securities dealers in
New York City selected by the Independent Investment Banker (each, a
"Primary Treasury Dealer"); provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer, the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Notes, an
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Notes (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.
Holders of Notes to be redeemed will receive notice thereof by mail at least 30
and not more than 60 days prior to the date fixed for redemption.
In case an Event of Default with respect to the Notes shall have occurred and be
continuing, the principal of and interest on the Notes may be declared, and upon
such declaration shall become, immediately due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture. The
Indenture provides that such declaration may in certain events be waived by the
Holders of a majority in aggregate principal amount of the Notes then
Outstanding.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company or the Guarantor and the rights of the
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Holders of the Securities of each series to be affected under the Indenture at
any time by the Company, the Guarantor and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of each series to be affected. It is also provided in the
Indenture that prior to any declaration accelerating the maturity of the Notes
as a series, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all of the Securities of such series waive any past default with respect to
the Securities of such series under the Indenture and its consequences, except a
default in the payment of the principal of, premium, if any, and interest on,
any of the Securities of such series and a default in respect of any provision
of the Indenture that cannot be waived without the consent of each Holder
affected thereby.
The Indenture provides that no Holder of any Note may enforce any remedy under
the Indenture except in the case of refusal or neglect of the Trustee to act
after notice of default and after request by the Holders of not less than 25% in
aggregate principal amount of the Outstanding Notes in certain events and the
offer to the Trustee of security and indemnity satisfactory to it; provided,
however, that such provision shall not prevent the Holder hereof from enforcing
payment of the principal of, premium, if any, and interest on, this Global Note.
No reference herein to the Indenture and no provision of this Global Note or of
the Indenture (including the Company's right to defease and discharge the Notes
pursuant to Article XI of 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 Global Note at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.
The Global Note shall be exchangeable for Securities registered in the names of
Persons other than the Depositary or its nominee only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as the
Depositary or if at any time the Depositary ceases to be a clearing agency
registered under the United States Securities Exchange Act of 1934, as amended,
and the Company fails to appoint a successor Depositary within 90 days after the
Company receives such notice or becomes aware of such event, or (ii) the Company
executes and delivers to the Trustee a Company Order that this Global Note shall
be so exchangeable. To the extent that this Global Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for Notes
registered in such names as the Depositary shall direct.
Except as provided in the immediately preceding paragraph, this Global Note may
not be transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
Prior to due presentment for registration of transfer of this Global Note, the
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the Holder hereof as the absolute owner of this Global Note (whether or
not this Global Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment hereof
or on account hereof, as herein provided, and for all other purposes, and
neither the Company, the Guarantor nor the Trustee nor any paying agent nor any
Registrar shall be affected by any notice to
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the contrary. All payments made to or upon the order of such Holder shall, to
the extent of the sum or sums paid, effectually satisfy and discharge liability
for moneys payable on this Global Note.
None of the Company, the Guarantor, the Trustee, any paying agent or any
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of this Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The General Partner and its directors, officers, employees, incorporators and
stockholders, as such, shall have no liability for any obligations of the
Guarantor or the Issuer under the Notes, the Indenture or the Guarantee or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting the Notes waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.
Except as otherwise expressly provided in this Global Note, this Global Note
shall in all respects be entitled to all benefits, and subject to the same terms
and conditions, as definitive registered securities authenticated and delivered
under the Indenture.
THE INDENTURE AND THIS GLOBAL NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Global Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by its sole General Partner.
Dated as of March 15, 2000 ENTERPRISE PRODUCTS OPERATING L.P.
By: Enterprise Products GP, LLC,
as General Partner
By:
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Gary L. Miller
Executive Vice President, Chief
Financial Officer and Treasurer
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the
series designated herein referred
to in the within-mentioned
Indenture.
FIRST UNION NATIONAL BANK,
As Trustee
By:
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Authorized Signatory
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to
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(Insert assignee's soc. sec. or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
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Date:_____________________________________________
Your Signature:
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(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:
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NOTATION OF GUARANTEE
The 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 Notes and all other amounts due and payable under the Indenture and
the Notes by the Company.
The obligations of the Guarantor to the Holders of Notes and to the
Trustee pursuant to the 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:-------------------------------------
Gary L. Miller
Executive Vice President, Chief Financial
Officer and Treasurer
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