Enterprise Products Partners L.P.

SEC Filings

ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018
Entire Document

Exhibit 1.2

Execution Version


$750,000,000 2.800% Senior Notes due 2021

$1,250,000,000 4.250% Senior Notes due 2048


February 1, 2018

J.P. Morgan Securities LLC

Deutsche Bank Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith


Scotia Capital (USA) Inc.

As Representatives of the several

    Underwriters named in Schedule I to the Underwriting Agreement,

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), proposes to issue and sell to the underwriters listed on Schedule I hereto (the “Underwriters”) (i) $750,000,000 aggregate principal amount of EPO’s 2.800% Senior Notes due 2021 (the “2021 Notes”) and (ii) $1,250,000,000 aggregate principal amount of EPO’s 4.250% Senior Notes due 2048 (the “2048 Notes” and, together with the 2021 Notes, the “Notes”), as set forth on Schedule I hereto, to be fully and unconditionally guaranteed on a senior unsecured basis by Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”) (the “Guarantees,” together with the Notes, the “Securities”).

The Securities are to be issued under the Indenture dated as of October 4, 2004 among EPO (as successor to Enterprise Products Operating L.P.), as issuer, the Partnership, as parent guarantor, and Wells Fargo Bank, N.A., as trustee (the “Trustee”) (collectively, as amended and supplemented by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for EPO as the successor issuer to Enterprise Products Operating L.P., the “Base Indenture”), and the Thirtieth Supplemental Indenture, to be dated as of the Delivery Date (the “Thirtieth Supplemental Indenture”) (the Base Indenture, as amended and supplemented as of the Delivery Date, the “Indenture”).

This is to confirm the agreement among the Partnership, Enterprise Products OLPGP, Inc., a Delaware corporation and managing member of EPO (“EPOGP”), and EPO (collectively with the Partnership and EPOGP, the “Enterprise Parties”), and the Underwriters concerning the purchase of the Securities from the Partnership and EPO by the Underwriters.