FIRST AMENDMENT TO REPLACEMENT CAPITAL COVENANT
Exhibit 99.2
FIRST AMENDMENT TO REPLACEMENT CAPITAL COVENANT
This First Amendment to Replacement Capital Covenant, dated as of August 25, 2006 (this
“First Amendment”), is by Enterprise Products Operating L.P., a Delaware limited
partnership (together with its successors and assigns, the “Partnership”), in favor of and
for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).
RECITALS
WHEREAS, on July 18, 2006, the Partnership entered into a Replacement Capital Covenant (the
“Replacement Capital Covenant”) in connection with the issuance of $300,000,000 aggregate
principal amount of its 8.375% Fixed/Floating Rate Junior Subordinated Notes due 2066 (the
“Original LoTSSM”); and
WHEREAS, on August 25, 2006, the Partnership issued $200,000,000 of additional
LoTSSM (the “Additional LoTSSM” and collectively, the
“LoTSSM”); and
WHEREAS, the Partnership desires to amend the Replacement Capital Covenant to make it
applicable to all LoTSSM.
NOW, THEREFORE, the Partnership hereby agrees that the Replacement Capital Covenant shall be
amended as follows:
ARTICLE 1
AMENDMENTS
1.01 Amendment to Recital A. Recital A of the Replacement Capital Covenant is hereby amended
and restated in its entirety to read as follows:
A. On the date hereof, the Partnership is issuing $300,000,000 aggregate
principal amount of its 8.375% Fixed/Floating Rate Junior Subordinated Notes
due 2066.
1.02 Amendments to Schedule I.
(a) Schedule I of the Replacement Capital Covenant is hereby amended by amending and restating
the definition of “Eighth Supplemental Indenture” in its entirety to read as follows:
“Eighth Supplemental Indenture” means the Eighth Supplemental Indenture,
dated as of July 18, 2006, the Partnership, as issuer, Enterprise Parent, as
parent guarantor and Xxxxx Fargo Bank, National Association,
as trustee, as the same may be amended, modified, supplemented, and amended
and restated from time to time.
(b) Schedule I of the Replacement Capital Covenant is hereby amended by amending by adding the
following definition in the appropriate alphabetic sequence:
“LoTSSM” means the Partnership’s 8.375% Fixed/Floating Rate
Junior Subordinated Debt Securities due 2066 issued in an aggregate
principal amount of $300,000,000 on July 18, 2006, issued in an aggregate
principal amount of $200,000,000 on August 25, 2006 and any additional such
securities as may hereafter be issued.
ARTICLE 2
MISCELLANEOUS
2.01 Applicable Law. This First Amendment is entered into under, and shall be governed for
all purposes by, the laws of the State of New York.
2.02 Counterparts. This First Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
agreement.
2.03 Headings. The paragraph headings in this First Amendment have been inserted for purposes
of convenience and shall not be used for interpretive purposes.
2.04 Reaffirmation of Replacement Capital Covenant. Except as expressly amended hereby, the
Replacement Capital Covenant shall remain in full force and effect.
[Signature Page Follows.]
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IN WITNESS WHEREOF, the Partnership has caused this First Amendment to be executed by its duly
authorized officer as of the day and year first above written.
| ENTERPRISE PRODUCTS OPERATING L.P. | ||||||||
| By: | Enterprise Products OLPGP, Inc. | |||||||
| Its: | General Partner | |||||||
| By: | /s/ W. Xxxxxxx Xxxxxx | |||||||
| Name: W. Xxxxxxx Xxxxxx | ||||||||
| Title: Senior Vice President and Treasurer | ||||||||
