Enterprise Products Partners L.P.

SEC Filings

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

      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

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.