|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018|
FORM OF CHIEF FINANCIAL OFFICERS CERTIFICATE
February 1, 2018
The undersigned, as the Senior Vice President and Chief Financial Officer of Enterprise Products Holdings LLC, a Delaware limited liability company (the General Partner) and the sole general partner of Enterprise Products Partners L.P., a Delaware limited partnership (the Partnership), and the Senior Vice President and Chief Financial Officer of Enterprise Products Partners OLPGP, Inc., a Delaware corporation (EPOGP) and the sole manager of Enterprise Products Operating LLC, a Texas limited liability company (EPO and, together with the Partnership and EPOGP, the Enterprise Parties), in connection with the offering (the Offering) of (i) $750,000,000 aggregate principal amount of EPOs 2.800% Senior Notes due 2021 (the 2021 Notes) and (ii) $1,250,000,000 aggregate principal amount of EPOs 4.250% Senior Notes due 2048 (the 2048 Notes and, together with the 2021 Notes, the Notes) pursuant to Section 7(p) of the underwriting agreement dated February 1, 2018 (the Underwriting Agreement) by and among the Enterprise Parties, and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc., as representatives of the several Underwriters named therein (the Underwriters), hereby certifies, solely in his capacity as an officer of the General Partner and EPOGP and not individually, as follows:
(i) I am the duly elected, qualified and acting Senior Vice President and Chief Financial Officer of the General Partner and EPOGP and am providing this certificate based on my examination of the internal accounting records of the Enterprise Parties and their subsidiaries.
(ii) I am knowledgeable with respect to the internal accounting records and internal accounting practices, policies, procedures and controls of the Enterprise Parties and their subsidiaries and have responsibility for financial and accounting matters with respect to the Partnership and EPO and their subsidiaries.
(iii) I have reviewed the information identified by the Initial Purchasers used in connection with the Offering attached hereto as Exhibit A (the Identified Information) and have compared the Identified Information to the records of the Enterprise Parties and their subsidiaries and certify that nothing has come to my attention that causes me to believe that the Identified Information is an incorrect or inaccurate estimate of the Partnerships preliminary data for the periods presented therein. Notwithstanding the foregoing, the Identified Information is preliminary and is thus inherently uncertain and subject to change as the Partnership completes its results for the periods presented therein, including adjustments that may arise during the customary financial statement closing process and the related audit by the Enterprise Parties independent auditors.
This certificate has been prepared to assist the Underwriters in conducting and documenting its investigation of the affairs of the Enterprise Parties and their subsidiaries in connection with the Offering, and may be relied upon for such purpose by the Underwriters and by Vinson & Elkins L.L.P., as counsel to the Underwriters, and Sidley Austin LLP, as counsel to the Enterprise Parties, in connection with opinion letters and related statements being delivered pursuant to the Underwriting Agreement. This certificate may not be used or relied upon for any other purpose or by any other person.