Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 08/19/2004
Entire Document
 
<PAGE>

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of report : August 19, 2004
               (Date of earliest event reported): August 17, 2004

                         GulfTerra Energy Partners, L.P.
               (Exact Name of Registrant as Specified in Charter)

          Delaware                      1-11680                  76-0396023
(State or Other Jurisdiction          (Commission              (IRS Employer
     of Incorporation)                File Number)          Identification No.)

                                4 Greenway Plaza
                              Houston, Texas 77046
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (832) 676-4853

--------------------------------------------------------------------------------


<PAGE>


ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.

We have approximately $922 million in aggregate principal amount of senior and
senior subordinated notes outstanding, which were issued under various
indentures to which we are party. In connection with our pending merger with
Enterprise Products Partners L.P., or Enterprise, which we anticipate will occur
during the third quarter of 2004, a subsidiary of Enterprise offered to purchase
all of our outstanding senior and senior subordinated notes, contingent on the
satisfaction of certain conditions, including the closing of our merger. In
connection with the tender offers, the Enterprise subsidiary solicited consents
to proposed amendments to our indentures that would eliminate certain covenants
and events of default. Holders who tendered notes in response to the offer are
deemed to have consented to the amendments.

By 5:00 p.m. on August 13, 2004, over 98% of each series of our outstanding
senior and senior subordinated notes had been tendered and, thus, consented to
those amendments.

On August 17, 2004, we entered into supplemental indentures that contain those
amendments with JPMorgan Chase Bank, in its capacity as trustee under each of
our indentures, and Wells Fargo Bank, National Association, in its capacity as
trustee under our senior notes indenture. These amendments will not be operative
until after the satisfaction of certain additional conditions included in the
closing of our merger. 

This Current Report on Form 8-K is being filed for the purpose of filing each of
those supplemental indentures.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits.

      Each exhibit identified below is filed as part of this report. Exhibits
      included in this filing are designated by an asterisk.


<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------------------------------------------------------------
<S>            <C>
4.E            Indenture dated as of May 17, 2001 among GulfTerra Energy
               Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and the Chase Manhattan Bank,
               as Trustee (Exhibit 4.1 to our Registration Statement on Form S-4
               filed June 25, 2001, Registration Nos. 333-63800 through
               333-63800-20); First Supplemental Indenture dated as of April 18,
               2002 (Exhibit 4.E.1 to our 2002 First Quarter Form 10-Q), Second
               Supplemental Indenture dated as of April 18, 2002 (Exhibit 4.E.2
               to our 2002 First Quarter Form 10-Q); Third Supplemental
               Indenture dated as of October 10, 2002 (Exhibit 4.E.3 to our 2002
               Third Quarter Form 10-Q); Fourth Supplemental Indenture dated as
               of November 27, 2002 (Exhibit 4.E.1 to our Current Report on Form
               8-K dated March 19, 2003); Fifth Supplemental Indenture dated as
               of January 1, 2003 (Exhibit 4.E.2 to our Current Report on Form
               8-K dated March 19, 2003); Sixth Supplemental Indenture dated as
               of June 20, 2003 (Exhibit 4.E.1 to our 2003 Second Quarter Form
               10-Q).
</TABLE>



<PAGE>


<TABLE>
<S>            <C>
4.E.1*         Seventh Supplemental Indenture dated as of August 17, 2004.

4.I            Indenture dated as of November 27, 2002 by and among GulfTerra
               Energy Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
               Trustee (Exhibit 4.I to our Current Report on Form 8-K dated
               December 11, 2002); First Supplemental Indenture dated as of
               January 1, 2003 (Exhibit 4.I.1 to our Current Report on Form 8-K
               dated March 19, 2003); Second Supplemental Indenture dated as of
               June 20, 2003 (Exhibit 4.I.1 to our 2003 Second Quarter Form
               10-Q).

4.I.1*         Third Supplemental Indenture dated as of August 17, 2004.

4.K            Indenture dated as of March 24, 2003 by and among GulfTerra
               Energy Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
               Trustee dated as of March 24, 2003 (Exhibit 4.K to our Quarterly
               Report on Form 10-Q dated May 15, 2003); First Supplemental
               Indenture dated as of June 30, 2003 (Exhibit 4.K.1 to our 2003
               Second Quarter Form 10-Q).

4.K.1*         Second Supplemental Indenture dated as of August 17, 2004.

4.L            Indenture dated as of July 3, 2003, by and among GulfTerra Energy
               Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and Wells Fargo Bank,
               National Association, as Trustee (Exhibit 4.L to our 2003 Second
               Quarter Form 10-Q).

4.L.1*         First Supplemental Indenture dated as of August 17, 2004.
</TABLE>



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      GULFTERRA ENERGY PARTNERS, L.P.

      Date: August 19, 2004           By: /s/ William G. Manias
                                          ---------------------------------
                                              William G. Manias
                                              Vice President and Chief Financial
                                              Officer


<PAGE>


                                  EXHIBIT INDEX

      Each exhibit identified below is filed as part of this report. Exhibits
      included in this filing are designated by an asterisk.


<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------------------------------------------------------------
<S>            <C>
4.E            Indenture dated as of May 17, 2001 among GulfTerra Energy
               Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and the Chase Manhattan Bank,
               as Trustee (Exhibit 4.1 to our Registration Statement on Form S-4
               filed June 25, 2001, Registration Nos. 333-63800 through
               333-63800-20); First Supplemental Indenture dated as of April 18,
               2002 (Exhibit 4.E.1 to our 2002 First Quarter Form 10-Q), Second
               Supplemental Indenture dated as of April 18, 2002 (Exhibit 4.E.2
               to our 2002 First Quarter Form 10-Q); Third Supplemental
               Indenture dated as of October 10, 2002 (Exhibit 4.E.3 to our 2002
               Third Quarter Form 10-Q); Fourth Supplemental Indenture dated as
               of November 27, 2002 (Exhibit 4.E.1 to our Current Report on Form
               8-K dated March 19, 2003); Fifth Supplemental Indenture dated as
               of January 1, 2003 (Exhibit 4.E.2 to our Current Report on Form
               8-K dated March 19, 2003); Sixth Supplemental Indenture dated as
               of June 20, 2003 (Exhibit 4.E.1 to our 2003 Second Quarter Form
               10-Q).

4.E.1*         Seventh Supplemental Indenture dated as of August 17, 2004.

4.I            Indenture dated as of November 27, 2002 by and among GulfTerra
               Energy Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
               Trustee (Exhibit 4.I to our Current Report on Form 8-K dated
               December 11, 2002); First Supplemental Indenture dated as of
               January 1, 2003 (Exhibit 4.I.1 to our Current Report on Form 8-K
               dated March 19, 2003); Second Supplemental Indenture dated as of
               June 20, 2003 (Exhibit 4.I.1 to our 2003 Second Quarter Form
               10-Q).

4.I.1*         Third Supplemental Indenture dated as of August 17, 2004.

4.K            Indenture dated as of March 24, 2003 by and among GulfTerra
               Energy Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
               Trustee dated as of March 24, 2003 (Exhibit 4.K to our Quarterly
               Report on Form
</TABLE>



<PAGE>


<TABLE>
<S>            <C>
               10-Q dated May 15, 2003); First Supplemental Indenture dated as
               of June 30, 2003 (Exhibit 4.K.1 to our 2003 Second Quarter Form
               10-Q).

4.K.1*         Second Supplemental Indenture dated as of August 17, 2004.

4.L            Indenture dated as of July 3, 2003, by and among GulfTerra Energy
               Partners, L.P., GulfTerra Energy Finance Corporation, the
               Subsidiary Guarantors named therein and Wells Fargo Bank,
               National Association, as Trustee (Exhibit 4.L to our 2003 Second
               Quarter Form 10-Q).

4.L.1*         First Supplemental Indenture dated as of August 17, 2004
</TABLE>






<PAGE>

                                                                   EXHIBIT 4.E.1

                         GULFTERRA ENERGY PARTNERS, L.P.
                      GULFTERRA ENERGY FINANCE CORPORATION,
                                   AS ISSUERS

                         THE SUBSIDIARIES NAMED HEREIN,
                            AS SUBSIDIARY GUARANTORS

                                       AND

                              JPMORGAN CHASE BANK,

                                   as Trustee
                         -------------------------------

                             SUPPLEMENTAL INDENTURE

                           Dated as of August 17, 2004

                                       to

                                    Indenture

                            Dated as of May 17, 2001

               8-1/2% Series A Senior Subordinated Notes due 2011

               8-1/2% Series B Senior Subordinated Notes due 2011


<PAGE>

      THIS SUPPLEMENTAL INDENTURE, dated as of August 17, 2004, is by and among
GulfTerra Energy Partners, L.P., a Delaware limited partnership (the
"PARTNERSHIP"), GulfTerra Energy Finance Corporation, a Delaware corporation
("GULFTERRA FINANCE, and collectively with the Partnership, the "ISSUERS"), the
Subsidiary Guarantors listed on the signature pages hereof, and JPMorgan Chase
Bank, a New York state banking corporation, as trustee (the "TRUSTEE").

      WHEREAS, the Trustee, the Issuers and certain subsidiaries of the
Partnership have heretofore executed and delivered that certain Indenture dated
as of May 17, 2001 (as amended, supplemented or otherwise modified from time to
time, the "INDENTURE"), providing for the issuance of 8-1/2% Series A Senior
Subordinated Notes due 2011 and 8-1/2% Series B Senior Subordinated Notes due
2011;

      WHEREAS, the Issuers
 issued originally $480,000,000 aggregate principal
amount of their 8-1/2% Series A Senior Subordinated Notes due 2011 and
subsequently exchanged them for an equal aggregate principal amount of their
8-1/2% Series B Senior Subordinated Notes due 2011 (collectively, the "NOTES");

      WHEREAS, subsequent to such exchange, the Issuers redeemed an aggregate
principal amount of $158,400,000 of the Notes, such that there are now
outstanding under the Indenture $321,600,000 aggregate principal amount of the
Notes;

      WHEREAS, Section 9.02 of the Indenture provides that, with the consent of
Holders representing a majority in aggregate principal amount of the Notes then
outstanding, the Issuers, when authorized by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership) and of the
Board of Directors of GulfTerra Finance, and the Subsidiary Guarantors, when
authorized by a resolution of their respective Board of Directors, and the
Trustee may enter into an indenture supplemental to the Indenture for the
purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions);

      WHEREAS, the Issuers desire and have requested the Trustee to join with
them in entering into this Supplemental Indenture for the purpose of amending
the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

      WHEREAS, in connection with the acquisition by Enterprise Products
Partners L.P. of the Partnership by merger, Enterprise Products Operating L.P.,
a Delaware limited partnership ("ENTERPRISE") and a wholly-owned subsidiary of
Enterprise Products Partners L.P., has been soliciting consents to this
Supplemental Indenture upon the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated August 4, 2004
and the related Consent and Letter of Transmittal (which together, including any
amendments, modifications or supplements thereto, constitute the "TENDER
OFFER");

      WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Board of Directors of the General Partner
(in the case of the Partnership) and of the Boards of Directors of GulfTerra
Finance and each of the Subsidiary Guarantors;

      WHEREAS, (1) the consent of the Holders of more than a majority in
principal amount of the outstanding Notes has been received, as certified by an
Officers' Certificate of the General Partner delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture,
(2) the Partnership has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture Officers' Certificate and
an Opinion of Counsel relating to this Supplemental Indenture as contemplated by
Section 9.06 of the Indenture and (3) the Issuers and the Subsidiary Guarantors
have satisfied all other conditions required under Article 9 of the Indenture to
enable the Issuers, the Subsidiary Guarantors and the Trustee to enter into this
Supplemental Indenture.

      NOW, THEREFORE, in consideration of the above premises, each party hereby
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Notes, as follows:

                                        1


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1 DELETION OF DEFINITIONS AND RELATED REFERENCES. Section 1.01
of Article 1 of the Indenture is hereby amended to delete in their entirety all
terms and their respective definitions for which all references are eliminated
in the Indenture as a result of the amendments set forth in Article II of this
Supplemental Indenture.

                                   ARTICLE II

                             AMENDMENTS TO INDENTURE

      SECTION 2.1 AMENDMENTS TO ARTICLES 3, 4, 5 AND 6. The Indenture is hereby
amended by deleting the following provisions of the Indenture and all references
thereto in their entirety:

Section 3.09 (Offer to Purchase by Application of Net Proceeds);
Section 4.03(b) and (c) (Compliance Certificate);
Section 4.04 (Taxes);
Section 4.05 (Stay, Extension and Usury Laws);
Section 4.06 (Change of Control);
Section 4.07 (Asset Sales);
Section 4.08 (Restricted Payments);
Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Equity);
Section 4.10 (Anti-layering);
Section 4.11 (Liens);
Section 4.12 (Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.13 (Transactions with Affiliates);
Section 4.14 (Additional Subsidiary Guarantees);
Section 4.15 (Designation of Restricted and Unrestricted Subsidiaries);
Section 4.16 (Business Activities);
Section 4.17 (Sale and Leaseback Transactions);
Section 4.18 (Payments for Consent);
Section 4.19 (Reports);
Section 4.20 (Suspension of Covenants);
Section 5.01(a)(iii) and clauses (A) and (B) of Section 5.01(a)(iv) (Merger,
Consolidation, or Sale of Assets); and
Section 6.01(c), (d), (e) and (f) (Events of Default).

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

      SECTION 3.1 DEFINED TERMS. For all purposes of this Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.

      SECTION 3.2 INDENTURE. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby and all
terms and conditions of both shall be read together as though they constitute a
single instrument, except that in the case of conflict the provisions of this
Supplemental Indenture shall control.

      SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        2


<PAGE>


      SECTION 3.4 SUCCESSORS. All agreements of the Issuers and the Subsidiary
Guarantors in this Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.

      SECTION 3.5 DUPLICATE ORIGINALS. All parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together shall represent the same agreement. It is the express intent of
the parties to be bound by the exchange of signatures on this Supplemental
Indenture via telecopy.

      SECTION 3.6 SEVERABILITY. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

      SECTION 3.7 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuers and the Subsidiary Guarantors, and the
Trustee makes no representation with respect to any such matters. Additionally,
the Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

      SECTION 3.8 EFFECTIVENESS. The provisions of this Supplemental Indenture
shall be effective only upon execution and delivery of this instrument by the
parties hereto. Notwithstanding the foregoing sentence, the provisions of this
Supplemental Indenture shall become operative only upon the purchase by
Enterprise of more than a majority in principal amount of the outstanding Notes
pursuant to the Tender Offer, with the result that the amendments to the
Indenture effected by this Supplemental Indenture shall be deemed to be revoked
retroactive to the date hereof if such purchase shall not occur. The Partnership
shall notify the Trustee promptly after the occurrence of such purchase or
promptly after the Partnership shall determine that such purchase will not
occur.

      SECTION 3.9 ENDORSEMENT AND CHANGE OF FORM OF NOTES. Any Notes
authenticated and delivered after the close of business on the date that this
Supplemental Indenture becomes operative in substitution for Notes then
outstanding and all Notes presented or delivered to the Trustee on and after
that date for such purpose shall be stamped, imprinted or otherwise legended by
the Trustee, with a notation as follows:

      "Effective as of       , 2004, certain restrictive covenants of the 
Issuers and certain Events of Default have been eliminated or limited, as
provided in the Supplemental Indenture, dated as of August 17, 2004. Reference
is hereby made to said Supplemental Indenture, copies of which are on file with
the Trustee, for a description of the amendments made therein."

      SECTION 3.10 EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction thereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                        3


<PAGE>

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

                                      GULFTERRA ENERGY PARTNERS, L.P.

                                      By: GULFTERRA ENERGY COMPANY,
                                          L.L.C., as General Partner

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                             Officer

                                      GULFTERRA ENERGY FINANCE CORPORATION

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                             Officer

                              [SIGNATURE PAGE - 1]


<PAGE>

                                Subsidiary Guarantors:

                                CAMERON HIGHWAY PIPELINE GP, L.L.C.*
                                CAMERON HIGHWAY PIPELINE I, L.P.*
                                CRYSTAL HOLDING, L.L.C.*
                                FIRST RESERVE GAS, L.L.C.*
                                FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
                                GULFTERRA ALABAMA INTRASTATE, L.L.C.*
                                GULFTERRA FIELD SERVICES, L.L.C.*
                                GULFTERRA GC, L.P.*
                                GULFTERRA HOLDING III, L.L.C.*
                                GULFTERRA INTRASTATE, L.P.*
                                GULFTERRA NGL STORAGE, L.L.C.*
                                GULFTERRA OPERATING COMPANY, L.L.C.*
                                GULFTERRA TEXAS PIPELINE, L.P.*
                                HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
                                HATTIESBURG GAS STORAGE COMPANY
                                      By: FIRST RESERVE GAS, L.L.C., in its
                                          capacity as 50% general partner of
                                          Hattiesburg Gas Storage Company*
                                      By: HATTIESBURG INDUSTRIAL GAS
                                          SALES, L.L.C., in its capacity as 50%
                                          general partner of Hattiesburg Gas
                                           Storage Company*
                                      HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
                                      By: GULFTERRA ENERGY PARTNERS,
                                          L.P., its sole member*
                                MANTA RAY GATHERING COMPANY, L.L.C.*
                                PETAL GAS STORAGE, L.L.C.*
                                POSEIDON PIPELINE COMPANY, L.L.C.*

                                *By: William G. Manias
                                     -------------------------------------------
                                Name: William G. Manias
                                Title: Vice President and Chief Financial
                                       Officer

                              [SIGNATURE PAGE - 2]


<PAGE>

                                JPMORGAN CHASE BANK, as Trustee

                                By: /s/ Cary Gilliam
                                    --------------------------------------------
                                Name: Cary Gilliam
                                Title: Vice President

                              [SIGNATURE PAGE - 3]



<PAGE>

                                                                   EXHIBIT 4.I.1

                         GULFTERRA ENERGY PARTNERS, L.P.
                      GULFTERRA ENERGY FINANCE CORPORATION,
                                   AS ISSUERS

                         THE SUBSIDIARIES NAMED HEREIN,
                            AS SUBSIDIARY GUARANTORS

                                       AND

                              JPMORGAN CHASE BANK,

                                   as Trustee
                         -------------------------------

                             SUPPLEMENTAL INDENTURE

                           Dated as of August 17, 2004

                                       to

                                    Indenture

                          Dated as of November 27, 2002

               10-5/8% Series A Senior Subordinated Notes due 2012

               10-5/8% Series B Senior Subordinated Notes due 2012


<PAGE>

      THIS SUPPLEMENTAL INDENTURE, dated as of August 17, 2004, is by and among
GulfTerra Energy Partners, L.P., a Delaware limited partnership (the
"PARTNERSHIP"), GulfTerra Energy Finance Corporation, a Delaware corporation
("GULFTERRA FINANCE, and collectively with the Partnership, the "ISSUERS"), the
Subsidiary Guarantors listed on the signature pages hereof, and JPMorgan Chase
Bank, a New York state banking corporation, as trustee (the "TRUSTEE").

      WHEREAS, the Trustee, the Issuers and certain subsidiaries of the
Partnership have heretofore executed and delivered that certain Indenture dated
as of November 27, 2002 (as amended, supplemented or otherwise modified from
time to time, the "INDENTURE"), providing for the issuance of 10-5/8% Series A
Senior Subordinated Notes due 2012 and 10-5/8% Series B Senior Subordinated
Notes due 2012;

      WHEREAS,
 the Issuers issued originally $200,000,000 aggregate principal
amount of their 10-5/8% Series A Senior Subordinated Notes due 2012 and
subsequently exchanged them for an equal aggregate principal amount of their
10-5/8% Series B Senior Subordinated Notes due 2012 (collectively, the "NOTES");

      WHEREAS, subsequent to such exchange, the Issuers redeemed an aggregate
principal amount of $66,000,000 of the Notes, such that there are now
outstanding under the Indenture $134,000,000 aggregate principal amount of the
Notes;

      WHEREAS, Section 9.02 of the Indenture provides that, with the consent of
Holders representing a majority in aggregate principal amount of the Notes then
outstanding, the Issuers, when authorized by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership) and of the
Board of Directors of GulfTerra Finance, and the Subsidiary Guarantors, when
authorized by a resolution of their respective Board of Directors, and the
Trustee may enter into an indenture supplemental to the Indenture for the
purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions);

      WHEREAS, the Issuers desire and have requested the Trustee to join with
them in entering into this Supplemental Indenture for the purpose of amending
the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

      WHEREAS, in connection with the acquisition by Enterprise Products
Partners L.P. of the Partnership by merger, Enterprise Products Operating L.P.,
a Delaware limited partnership ("ENTERPRISE") and a wholly-owned subsidiary of
Enterprise Products Partners L.P., has been soliciting consents to this
Supplemental Indenture upon the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated August 4, 2004
and the related Consent and Letter of Transmittal (which together, including any
amendments, modifications or supplements thereto, constitute the "TENDER
OFFER");

      WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Board of Directors of the General Partner
(in the case of the Partnership) and of the Boards of Directors of GulfTerra
Finance and each of the Subsidiary Guarantors;

      WHEREAS, (1) the consent of the Holders of more than a majority in
principal amount of the outstanding Notes has been received, as certified by an
Officers' Certificate of the General Partner delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture,
(2) the Partnership has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Officers' Certificate
and an Opinion of Counsel relating to this Supplemental Indenture as
contemplated by Section 9.06 of the Indenture and (3) the Issuers and the
Subsidiary Guarantors have satisfied all other conditions required under Article
9 of the Indenture to enable the Issuers, the Subsidiary Guarantors and the
Trustee to enter into this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the above premises, each party hereby
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Notes, as follows:

                                        1


<PAGE>


                                   ARTICLE I

                                  DEFINITIONS

      SECTION 1.1 DELETION OF DEFINITIONS AND RELATED REFERENCES. Section 1.01
of Article 1 of the Indenture is hereby amended to delete in their entirety all
terms and their respective definitions for which all references are eliminated
in the Indenture as a result of the amendments set forth in Article II of this
Supplemental Indenture.

                                   ARTICLE II

                             AMENDMENTS TO INDENTURE

      SECTION 2.1 AMENDMENTS TO ARTICLES 3, 4, 5 AND 6. The Indenture is hereby
amended by deleting the following provisions of the Indenture and all references
thereto in their entirety:

Section 3.09 (Offer to Purchase by Application of Net Proceeds);
Section 4.03(b) and (c) (Compliance Certificate);
Section 4.04 (Taxes);
Section 4.05 (Stay, Extension and Usury Laws);
Section 4.06 (Change of Control);
Section 4.07 (Asset Sales);
Section 4.08 (Restricted Payments);
Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Equity);
Section 4.10 (Anti-layering);
Section 4.11 (Liens);
Section 4.12 (Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.13 (Transactions with Affiliates);
Section 4.14 (Additional Subsidiary Guarantees);
Section 4.15 (Designation of Restricted and Unrestricted Subsidiaries);
Section 4.16 (Business Activities);
Section 4.17 (Sale and Leaseback Transactions);
Section 4.18 (Payments for Consent);
Section 4.19 (Reports);
Section 4.20 (Suspension of Covenants);
Section 5.01(a)(iii) and clauses (A) and (B) of Section 5.01(a)(iv) (Merger,
Consolidation, or Sale of Assets); and
Section 6.01(c), (d), (e) and (f) (Events of Default).

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

      SECTION 3.1 DEFINED TERMS. For all purposes of this Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.

      SECTION 3.2 INDENTURE. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby and all
terms and conditions of both shall be read together as though they constitute a
single instrument, except that in the case of conflict the provisions of this
Supplemental Indenture shall control.

      SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        2


<PAGE>

      SECTION 3.4 SUCCESSORS. All agreements of the Issuers and the Subsidiary
Guarantors in this Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.

      SECTION 3.5 DUPLICATE ORIGINALS. All parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together shall represent the same agreement. It is the express intent of
the parties to be bound by the exchange of signatures on this Supplemental
Indenture via telecopy.

      SECTION 3.6 SEVERABILITY. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

      SECTION 3.7 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuers and the Subsidiary Guarantors, and the
Trustee makes no representation with respect to any such matters. Additionally,
the Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

      SECTION 3.8 EFFECTIVENESS. The provisions of this Supplemental Indenture
shall be effective only upon execution and delivery of this instrument by the
parties hereto. Notwithstanding the foregoing sentence, the provisions of this
Supplemental Indenture shall become operative only upon the purchase by
Enterprise of more than a majority in principal amount of the outstanding Notes
pursuant to the Tender Offer, with the result that the amendments to the
Indenture effected by this Supplemental Indenture shall be deemed to be revoked
retroactive to the date hereof if such purchase shall not occur. The Partnership
shall notify the Trustee promptly after the occurrence of such purchase or
promptly after the Partnership shall determine that such purchase will not
occur.

      SECTION 3.9 ENDORSEMENT AND CHANGE OF FORM OF NOTES. Any Notes
authenticated and delivered after the close of business on the date that this
Supplemental Indenture becomes operative in substitution for Notes then
outstanding and all Notes presented or delivered to the Trustee on and after
that date for such purpose shall be stamped, imprinted or otherwise legended by
the Trustee, with a notation as follows:

      "Effective as of          , 2004, certain restrictive covenants of the
Issuers and certain Events of Default have been eliminated or limited, as
provided in the Supplemental Indenture, dated as of August 17, 2004. Reference
is hereby made to said Supplemental Indenture, copies of which are on file with
the Trustee, for a description of the amendments made therein."

      SECTION 3.10 EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction thereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                        3


<PAGE>

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

                                      GULFTERRA ENERGY PARTNERS, L.P.

                                      By: GULFTERRA ENERGY COMPANY,
                                          L.L.C., as General Partner

                                      By: William G. Manias
                                          --------------------------------------
                                          Name: William G. Manias
                                          Title: Vice President and Chief
                                          Financial Officer

                                      GULFTERRA ENERGY FINANCE CORPORATION

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                      Officer

                              [SIGNATURE PAGE - 1]


<PAGE>

                                Subsidiary Guarantors:

                                CAMERON HIGHWAY PIPELINE GP, L.L.C.*
                                CAMERON HIGHWAY PIPELINE I, L.P.*
                                CRYSTAL HOLDING, L.L.C.*
                                FIRST RESERVE GAS, L.L.C.*
                                FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
                                GULFTERRA ALABAMA INTRASTATE, L.L.C.*
                                GULFTERRA FIELD SERVICES, L.L.C.*
                                GULFTERRA GC, L.P.*
                                GULFTERRA HOLDING III, L.L.C.*
                                GULFTERRA INTRASTATE, L.P.*
                                GULFTERRA NGL STORAGE, L.L.C.*
                                GULFTERRA OPERATING COMPANY, L.L.C.*
                                GULFTERRA TEXAS PIPELINE, L.P.*
                                HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
                                HATTIESBURG GAS STORAGE COMPANY
                                      By: FIRST RESERVE GAS, L.L.C., in its
                                          capacity as 50% general partner of
                                          Hattiesburg Gas Storage Company*
                                      By: HATTIESBURG INDUSTRIAL GAS
                                          SALES, L.L.C., in its capacity as 50%
                                          general partner of Hattiesburg Gas
                                          Storage Company*
                                HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
                                      By: GULFTERRA ENERGY PARTNERS,
                                          L.P., its sole member*
                                MANTA RAY GATHERING COMPANY, L.L.C.*
                                PETAL GAS STORAGE, L.L.C.*
                                POSEIDON PIPELINE COMPANY, L.L.C.*

                                *By: William G. Manias
                                     -------------------------------------------
                                Name: William G. Manias
                                Title: Vice President and Chief Financial
                                       Officer

                              [SIGNATURE PAGE - 2]


<PAGE>


                                JPMORGAN CHASE BANK, as Trustee

                                By: /s/ Cary Gilliam
                                    --------------------------------------------
                                    Name: Cary Gilliam
                                    Title: Vice President

                              [SIGNATURE PAGE - 3]



<PAGE>

                                                                   EXHIBIT 4.K.1

                         GULFTERRA ENERGY PARTNERS, L.P.
                      GULFTERRA ENERGY FINANCE CORPORATION,
                                   AS ISSUERS

                         THE SUBSIDIARIES NAMED HEREIN,
                            AS SUBSIDIARY GUARANTORS

                                       AND

                              JPMORGAN CHASE BANK,

                                   as Trustee
                         -------------------------------

                             SUPPLEMENTAL INDENTURE

                           Dated as of August 17, 2004

                                       to

                                    Indenture

                           Dated as of March 24, 2003

               8-1/2% Series A Senior Subordinated Notes due 2010

               8-1/2% Series B Senior Subordinated Notes due 2010


<PAGE>

      THIS SUPPLEMENTAL INDENTURE, dated as of August 17, 2004, is by and among
GulfTerra Energy Partners, L.P., a Delaware limited partnership (the
"PARTNERSHIP"), GulfTerra Energy Finance Corporation, a Delaware corporation
("GULFTERRA FINANCE, and collectively with the Partnership, the "ISSUERS"), the
Subsidiary Guarantors listed on the signature pages hereof, and JPMorgan Chase
Bank, a New York state banking corporation, as trustee (the "TRUSTEE").

      WHEREAS, the Trustee, the Issuers and certain subsidiaries of the
Partnership have heretofore executed and delivered that certain Indenture dated
as of March 24, 2003 (as amended, supplemented or otherwise modified from time
to time, the "INDENTURE"), providing for the issuance of 8-1/2% Series A Senior
Subordinated Notes due 2010 and 8-1/2% Series B Senior Subordinated Notes due
2010;

      WHEREAS, the Issuers
 issued originally $300,000,000 aggregate principal
amount of their 8-1/2% Series A Senior Subordinated Notes due 2010 and
subsequently exchanged them for an equal aggregate principal amount of their
8-1/2% Series B Senior Subordinated Notes due 2010 (collectively, the "NOTES");

      WHEREAS, subsequent to such exchange, the Issuers redeemed an aggregate
principal amount of $84,085,000 of the Notes, such that there are now
outstanding under the Indenture $215,915,000 aggregate principal amount of the
Notes;

      WHEREAS, Section 9.02 of the Indenture provides that, with the consent of
Holders representing a majority in aggregate principal amount of the Notes then
outstanding, the Issuers, when authorized by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership) and of the
Board of Directors of GulfTerra Finance, and the Subsidiary Guarantors, when
authorized by a resolution of their respective Board of Directors, and the
Trustee may enter into an indenture supplemental to the Indenture for the
purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions);

      WHEREAS, the Issuers desire and have requested the Trustee to join with
them in entering into this Supplemental Indenture for the purpose of amending
the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

      WHEREAS, in connection with the acquisition by Enterprise Products
Partners L.P. of the Partnership by merger, Enterprise Products Operating L.P.,
a Delaware limited partnership ("ENTERPRISE") and a wholly-owned subsidiary of
Enterprise Products Partners L.P., has been soliciting consents to this
Supplemental Indenture upon the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated August 4, 2004
and the related Consent and Letter of Transmittal (which together, including any
amendments, modifications or supplements thereto, constitute the "TENDER
OFFER");

      WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Board of Directors of the General Partner
(in the case of the Partnership) and of the Boards of Directors of GulfTerra
Finance and each of the Subsidiary Guarantors;

      WHEREAS, (1) the consent of the Holders of more than a majority in
principal amount of the outstanding Notes has been received, as certified by an
Officers' Certificate of the General Partner delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture,
(2) the Partnership has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Officers' Certificate
and an Opinion of Counsel relating to this Supplemental Indenture as
contemplated by Section 9.06 of the Indenture and (3) the Issuers and the
Subsidiary Guarantors have satisfied all other conditions required under Article
9 of the Indenture to enable the Issuers, the Subsidiary Guarantors and the
Trustee to enter into this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the above premises, each party hereby
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Notes, as follows:

                                        1


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1 DELETION OF DEFINITIONS AND RELATED REFERENCES. Section 1.01
of Article 1 of the Indenture is hereby amended to delete in their entirety all
terms and their respective definitions for which all references are eliminated
in the Indenture as a result of the amendments set forth in Article II of this
Supplemental Indenture.

                                   ARTICLE II

                             AMENDMENTS TO INDENTURE

      SECTION 2.1 AMENDMENTS TO ARTICLES 3, 4, 5 AND 6. The Indenture is hereby
amended by deleting the following provisions of the Indenture and all references
thereto in their entirety:

Section 3.09 (Offer to Purchase by Application of Net Proceeds);
Section 4.03(b) and (c) (Compliance Certificate);
Section 4.04 (Taxes);
Section 4.05 (Stay, Extension and Usury Laws);
Section 4.06 (Change of Control);
Section 4.07 (Asset Sales);
Section 4.08 (Restricted Payments);
Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Equity);
Section 4.10 (Anti-layering);
Section 4.11 (Liens);
Section 4.12 (Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.13 (Transactions with Affiliates);
Section 4.14 (Additional Subsidiary Guarantees);
Section 4.15 (Designation of Restricted and Unrestricted Subsidiaries);
Section 4.16 (Business Activities);
Section 4.17 (Sale and Leaseback Transactions);
Section 4.18 (Payments for Consent);
Section 4.19 (Reports);
Section 4.20 (Suspension of Covenants);
Section 5.01(a)(iii) and clauses (A) and (B) of Section 5.01(a)(iv) (Merger,
Consolidation, or Sale of Assets); and
Section 6.01(c), (d), (e) and (f) (Events of Default).

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

      SECTION 3.1 DEFINED TERMS. For all purposes of this Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.

      SECTION 3.2 INDENTURE. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby and all
terms and conditions of both shall be read together as though they constitute a
single instrument, except that in the case of conflict the provisions of this
Supplemental Indenture shall control.

      SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        2


<PAGE>

      SECTION 3.4 SUCCESSORS. All agreements of the Issuers and the Subsidiary
Guarantors in this Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.

      SECTION 3.5 DUPLICATE ORIGINALS. All parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together shall represent the same agreement. It is the express intent of
the parties to be bound by the exchange of signatures on this Supplemental
Indenture via telecopy.

      SECTION 3.6 SEVERABILITY. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

      SECTION 3.7 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuers and the Subsidiary Guarantors, and the
Trustee makes no representation with respect to any such matters. Additionally,
the Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

      SECTION 3.8 EFFECTIVENESS. The provisions of this Supplemental Indenture
shall be effective only upon execution and delivery of this instrument by the
parties hereto. Notwithstanding the foregoing sentence, the provisions of this
Supplemental Indenture shall become operative only upon the purchase by
Enterprise of more than a majority in principal amount of the outstanding Notes
pursuant to the Tender Offer, with the result that the amendments to the
Indenture effected by this Supplemental Indenture shall be deemed to be revoked
retroactive to the date hereof if such purchase shall not occur. The Partnership
shall notify the Trustee promptly after the occurrence of such purchase or
promptly after the Partnership shall determine that such purchase will not
occur.

      SECTION 3.9 ENDORSEMENT AND CHANGE OF FORM OF NOTES. Any Notes
authenticated and delivered after the close of business on the date that this
Supplemental Indenture becomes operative in substitution for Notes then
outstanding and all Notes presented or delivered to the Trustee on and after
that date for such purpose shall be stamped, imprinted or otherwise legended by
the Trustee, with a notation as follows:

      "Effective as of , 2004, certain restrictive covenants of the Issuers and
certain Events of Default have been eliminated or limited, as provided in the
Supplemental Indenture, dated as of August 17, 2004. Reference is hereby made to
said Supplemental Indenture, copies of which are on file with the Trustee, for a
description of the amendments made therein."

      SECTION 3.10 EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction thereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                        3


<PAGE>

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

                                      GULFTERRA ENERGY PARTNERS, L.P.

                                      By: GULFTERRA ENERGY COMPANY,
                                          L.L.C., as General Partner

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                             Officer

                                      GULFTERRA ENERGY FINANCE CORPORATION

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                             Officer

                              [SIGNATURE PAGE - 1]


<PAGE>

                                Subsidiary Guarantors:

                                CAMERON HIGHWAY PIPELINE GP, L.L.C.*
                                CAMERON HIGHWAY PIPELINE I, L.P.*
                                CRYSTAL HOLDING, L.L.C.*
                                FIRST RESERVE GAS, L.L.C.*
                                FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
                                GULFTERRA ALABAMA INTRASTATE, L.L.C.*
                                GULFTERRA FIELD SERVICES, L.L.C.*
                                GULFTERRA GC, L.P.*
                                GULFTERRA HOLDING III, L.L.C.*
                                GULFTERRA INTRASTATE, L.P.*
                                GULFTERRA NGL STORAGE, L.L.C.*
                                GULFTERRA OPERATING COMPANY, L.L.C.*
                                GULFTERRA TEXAS PIPELINE, L.P.*
                                HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
                                HATTIESBURG GAS STORAGE COMPANY
                                      By: FIRST RESERVE GAS, L.L.C., in its
                                          capacity as 50% general partner of
                                          Hattiesburg Gas Storage Company*
                                      By: HATTIESBURG INDUSTRIAL GAS
                                          SALES, L.L.C., in its capacity as 50%
                                          general partner of Hattiesburg Gas
                                          Storage Company*
                                HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
                                      By: GULFTERRA ENERGY PARTNERS,
                                          L.P., its sole member*
                                MANTA RAY GATHERING COMPANY, L.L.C.*
                                PETAL GAS STORAGE, L.L.C.*
                                POSEIDON PIPELINE COMPANY, L.L.C.*

                                *By: William G. Manias
                                     -------------------------------------------
                                Name: William G. Manias
                                Title: Vice President and Chief Financial
                                       Officer

                              [SIGNATURE PAGE - 2]


<PAGE>

                                      JPMORGAN CHASE BANK, as Trustee

                                      By: /s/ Cary Gilliam
                                      ------------------------------------------
                                      Name: Cary Gilliam
                                      Title: Vice President

                              [SIGNATURE PAGE - 3]



<PAGE>

                                                                   EXHIBIT 4.L.1

                         GULFTERRA ENERGY PARTNERS, L.P.
                      GULFTERRA ENERGY FINANCE CORPORATION,
                                   AS ISSUERS

                                       AND

                         THE SUBSIDIARIES NAMED HEREIN,
                            AS SUBSIDIARY GUARANTORS

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   as Trustee
                         -------------------------------

                             SUPPLEMENTAL INDENTURE

                           Dated as of August 17, 2004

                                       to

                                    Indenture

                            Dated as of July 3, 2003

                      6-1/4% Series A Senior Notes due 2010

                      6-1/4% Series B Senior Notes due 2010


<PAGE>

      THIS SUPPLEMENTAL INDENTURE, dated as of August 17, 2004, is by and among
GulfTerra Energy Partners, L.P., a Delaware limited partnership (the
"PARTNERSHIP"), GulfTerra Energy Finance Corporation, a Delaware corporation
("GULFTERRA FINANCE", and collectively with the Partnership, the "ISSUERS"), the
Subsidiary Guarantors listed on the signature pages hereof, and Wells Fargo
Bank, National Association, a national banking association, as trustee (the
"TRUSTEE").

      WHEREAS, the Trustee, the Issuers and certain subsidiaries of the
Partnership have heretofore executed and delivered that certain Indenture dated
as of July 3, 2003 (as amended, supplemented or otherwise modified from time to
time, the "INDENTURE"), providing for the issuance of 6-1/4% Series A Senior
Notes due 2010 and 6-1/4% Series B Senior Notes due 2010;

      WHEREAS, on July 3, 2004, the Issuers issued
 $250,000,000 aggregate
principal amount of their 6-1/4% Series A Senior Notes due 2010 and subsequently
exchanged them for an equal aggregate principal amount of their 6-1/4% Series B
Senior Notes due 2010 (collectively, the "NOTES"), all of which Notes are
currently outstanding;

      WHEREAS, Section 9.02 of the Indenture provides that, with the consent of
Holders representing a majority in aggregate principal amount of the Notes then
outstanding, the Issuers, when authorized by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership) and of the
board of Directors of GulfTerra Finance, and the Subsidiary Guarantors, when
authorized by a resolution of their respective Board of Directors, and the
Trustee may enter into an indenture supplemental to the Indenture for the
purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions);

      WHEREAS, the Issuers desire and have requested the Trustee to join with
them in entering into this Supplemental Indenture for the purpose of amending
the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

      WHEREAS, in connection with the acquisition by Enterprise Products
Partners L.P. of the Partnership by merger, Enterprise Products Operating L.P.,
a Delaware limited partnership ("ENTERPRISE") and a wholly-owned subsidiary of
Enterprise Products Partners L.P., has been soliciting consents to this
Supplemental Indenture upon the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated August 4, 2004
and the related Consent and Letter of Transmittal (which together, including any
amendments, modifications or supplements thereto, constitute the "TENDER
OFFER");

      WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Board of Directors of the General Partner
(in the case of the Partnership) and of the Boards of Directors of GulfTerra
Finance and each of the Subsidiary Guarantors;

      WHEREAS, (1) the consent of the Holders of more than a majority in
principal amount of the outstanding Notes has been received, as certified by an
Officers' Certificate of the General Partner delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture,
(2) the Partnership has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Officers' Certificate
and an Opinion of Counsel relating to this Supplemental Indenture as
contemplated by Section 9.06 of the Indenture and (3) the Issuers and the
Subsidiary Guarantors have satisfied all other conditions required under Article
9 of the Indenture to enable the Issuers, the Subsidiary Guarantors and the
Trustee to enter into this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the above premises, each party hereby
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Notes, as follows:

                                        1


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1 DELETION OF DEFINITIONS AND RELATED REFERENCES. Section 1.01
of Article 1 of the Indenture is hereby amended to delete in their entirety all
terms and their respective definitions for which all references are eliminated
in the Indenture as a result of the amendments set forth in Article II of this
Supplemental Indenture.

                                   ARTICLE II

                             AMENDMENTS TO INDENTURE

      SECTION 2.1 AMENDMENTS TO ARTICLES 3, 4, 5 AND 6. The Indenture is hereby
amended by deleting the following provisions of the Indenture and all references
thereto in their entirety:

Section 3.09 (Offer to Purchase by Application of Net Proceeds);
Section 4.03(b) and (c) (Compliance Certificate);
Section 4.04 (Taxes);
Section 4.05 (Stay, Extension and Usury Laws);
Section 4.06 (Change of Control);
Section 4.07 (Asset Sales);
Section 4.08 (Restricted Payments);
Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Equity);
Section 4.10 (Liens);
Section 4.11 (Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.12 (Transactions with Affiliates);
Section 4.13 (Additional Subsidiary Guarantees);
Section 4.14 (Designation of Restricted and Unrestricted Subsidiaries);
Section 4.15 (Business Activities);
Section 4.16 (Sale and Leaseback Transactions);
Section 4.17 (Payments for Consent);
Section 4.18 (Reports);
Section 4.19 (Elimination of Covenants);
Section 5.01(a)(iii) and clauses (A) and (B) of Section 5.01(a)(iv) (Merger,
Consolidation, or Sale of Assets); and
Section 6.01(c), (d), (e) and (f) (Events of Default).

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

      SECTION 3.1 DEFINED TERMS. For all purposes of this Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.

      SECTION 3.2 INDENTURE. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby and all
terms and conditions of both shall be read together as though they constitute a
single instrument, except that in the case of conflict the provisions of this
Supplemental Indenture shall control.

      SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        2


<PAGE>


      SECTION 3.4 SUCCESSORS. All agreements of the Issuers and the Subsidiary
Guarantors in this Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.

      SECTION 3.5 DUPLICATE ORIGINALS. All parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together shall represent the same agreement. It is the express intent of
the parties to be bound by the exchange of signatures on this Supplemental
Indenture via telecopy.

      SECTION 3.6 SEVERABILITY. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

      SECTION 3.7 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuers and the Subsidiary Guarantors, and the
Trustee makes no representation with respect to any such matters. Additionally,
the Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

      SECTION 3.8 EFFECTIVENESS. The provisions of this Supplemental Indenture
shall be effective only upon execution and delivery of this instrument by the
parties hereto. Notwithstanding the foregoing sentence, the provisions of this
Supplemental Indenture shall become operative only upon the purchase by
Enterprise of more than a majority in principal amount of the outstanding Notes
pursuant to the Tender Offer, with the result that the amendments to the
Indenture effected by this Supplemental Indenture shall be deemed to be revoked
retroactive to the date hereof if such purchase shall not occur. The Partnership
shall notify the Trustee promptly after the occurrence of such purchase or
promptly after the Partnership shall determine that such purchase will not
occur.

      SECTION 3.9 ENDORSEMENT AND CHANGE OF FORM OF NOTES. Any Notes
authenticated and delivered after the close of business on the date that this
Supplemental Indenture becomes operative in substitution for Notes then
outstanding and all Notes presented or delivered to the Trustee on and after
that date for such purpose shall be stamped, imprinted or otherwise legended by
the Trustee, with a notation as follows:

      "Effective as of        , 2004, certain restrictive covenants of the 
Issuers and certain Events of Default have been eliminated or limited, as
provided in the Supplemental Indenture, dated as of August 17, 2004. Reference
is hereby made to said Supplemental Indenture, copies of which are on file with
the Trustee, for a description of the amendments made therein."

      SECTION 3.10 EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction thereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                        3


<PAGE>

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

                                      GULFTERRA ENERGY PARTNERS, L.P.

                                      By: GULFTERRA ENERGY COMPANY,
                                          L.L.C., as General Partner

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                             Officer

                                      GULFTERRA ENERGY FINANCE CORPORATION

                                      By: William G. Manias
                                          --------------------------------------
                                      Name: William G. Manias
                                      Title: Vice President and Chief Financial
                                             Officer

                              [SIGNATURE PAGE - 1]


<PAGE>

                                Subsidiary Guarantors:

                                CAMERON HIGHWAY PIPELINE GP, L.L.C.*
                                CAMERON HIGHWAY PIPELINE I, L.P.*
                                CRYSTAL HOLDING, L.L.C.*
                                FIRST RESERVE GAS, L.L.C.*
                                FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
                                GULFTERRA ALABAMA INTRASTATE, L.L.C.*
                                GULFTERRA FIELD SERVICES, L.L.C.*
                                GULFTERRA GC, L.P.*
                                GULFTERRA HOLDING III, L.L.C.*
                                GULFTERRA INTRASTATE, L.P.*
                                GULFTERRA NGL STORAGE, L.L.C.*
                                GULFTERRA OPERATING COMPANY, L.L.C.*
                                GULFTERRA TEXAS PIPELINE, L.P.*
                                HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
                                HATTIESBURG GAS STORAGE COMPANY
                                      By: FIRST RESERVE GAS, L.L.C., in its
                                          capacity as 50% general partner of
                                          Hattiesburg Gas Storage Company*
                                      By: HATTIESBURG INDUSTRIAL GAS
                                          SALES, L.L.C., in its capacity as 50%
                                          general partner of Hattiesburg Gas
                                          Storage Company*
                                HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
                                      By: GULFTERRA ENERGY PARTNERS,
                                          L.P., its sole member*
                                MANTA RAY GATHERING COMPANY, L.L.C.*
                                PETAL GAS STORAGE, L.L.C.*
                                POSEIDON PIPELINE COMPANY, L.L.C.*

                                *By: William G. Manias
                                     -------------------------------------------
                                Name: William G. Manias
                                Title: Vice President and Chief Financial
                                       Officer

                              [SIGNATURE PAGE - 2]


<PAGE>

                                WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                as Trustee

                                By: /s/ Melissa Scott
                                    --------------------------------------------
                                    Name: Melissa Scott
                                    Title: Vice President

                              [SIGNATURE PAGE - 3]