AMENDMENT TO REPLACEMENT CAPITAL COVENANTS

This Amendment to the Replacement Capital Covenants, dated as of May 6, 2015 (this “Amendment”), is made by Enterprise Products Operating LLC, a Texas limited liability company and the successor-in-interest to Enterprise Products Operating L.P. (the “Issuer”), and, as applicable, by Enterprise Products Partners L.P., a Delaware limited partnership (the “Guarantor”), and amends each of the Replacement Capital Covenants of the Issuer set forth on Schedule I hereto (each, a “Replacement Capital Covenant” and together, the “Replacement Capital Covenants”) in favor of and for the benefit of each Covered Debtholder (as defined in each such Replacement Capital Covenant).

WHEREAS, the Issuer has issued the three series of junior subordinated notes identified in Schedule I hereto and entered into a Replacement Capital Covenant in connection with each such series, as well as an amendment to the Replacement Capital Covenant set forth in numbered paragraph 1 of Schedule I hereto (such Replacement Capital Covenant, as so amended, the “2006 Replacement Capital Covenant”);

WHEREAS, the Guarantor has entered into each of the Replacement Capital Covenants set forth in numbered paragraphs 2 and 3 of Schedule I hereto (the “2007 and 2009 Replacement Capital Covenants”);

WHEREAS, the Issuer desires to amend certain provisions of the 2006 Replacement Capital Covenant in accordance with Section 4(b) thereof and the Issuer and the Guarantor desire to amend certain provisions of each of the 2007 and 2009 Replacement Capital Covenants in accordance with Section 4(b) thereof;

WHEREAS, pursuant to Section 4(b) of the 2006 Replacement Capital Covenant, the Issuer may amend the terms of the 2006 Replacement Capital Covenant without the consent of the Holders (as defined therein) of the Covered Debt (as defined therein) if the board of directors of the Issuer’s managing entity has determined that such amendment is not adverse to the Holders of the Covered Debt, and, pursuant to Section 4(b)(iv) of the 2007 and 2009 Replacement Capital Covenants, the Issuer and the Guarantor may amend the terms of each of the 2007 and 2009 Replacement Capital Covenants if the amendment is not adverse to the rights of the Covered Debtholders (as defined therein) and the Issuer and the Guarantor deliver to the Holders (as defined therein) of the Covered Debt (as defined therein) a written certificate to that effect; and

WHEREAS, the board of directors of the Issuer’s sole manager has determined that this Amendment is not adverse to the holders of the Covered Debt under the 2006 Replacement Capital Covenant, and the Issuer and the Guarantor have determined that this Amendment is not adverse to the Covered Debtholders under each of the 2007 and 2009 Replacement Capital Covenants and delivered a written certificate to that effect to the Holders of the Covered Debt.

NOW, THEREFORE, each of the Issuer and the Guarantor, as applicable, hereby covenants and agrees that the Replacement Capital Covenants shall be amended as follows:

 

IN WITNESS WHEREOF, the Issuer and the Guarantor have caused this Amendment to be executed by its duly authorized officer as of the day and year first above written.