Enterprise Begins Exchange Offers for TeppCo Notes

Enterprise Products Partners announced that its principal operating subsidiary, Enterprise Products Operating (EPO), commenced offers to exchange all outstanding notes of a selected series issued by TeppCo Partners for corresponding series of notes to be issued by EPO and guaranteed by Enterprise in the aggregate principal amount of $2.0 billion.

In a release dated September 24, the company stated:

- Enterprise is making the exchange offers concurrently with a solicitation of consents to amend the TeppCo indentures governing the TeppCo notes. If adopted, such amendments would eliminate substantially all of the restrictive covenants contained in the TeppCo indentures. Enterprise is commencing the exchange offers and consent solicitations in anticipation of the pending merger with TeppCo.

- The exchange offers and consent solicitations are being made under terms and subject to the conditions set forth in the prospectus contained in the registration statement on Form S-4 filed by Enterprise and EPO with the Securities and Exchange Commission on September 24, and a related letter of transmittal and consent that contains a more complete description of the terms and conditions of the exchange offers and consent solicitations.

- Enterprise is offering to exchange the following series of TeppCo notes and related guarantees by TeppCo subsidiaries for EPO notes that will accrue interest at the same interest rate, and will have the same payment dates, redemption terms and maturity dates, as the corresponding series of TeppCo notes.

- The exchange price for each TeppCo note will be 100 percent of its principal amount if validly tendered (and not validly withdrawn) prior to 5 p.m., New York City time, on October 6, which is the "Early Consent Date," and 97 percent of its principal amount if validly tendered (and not validly withdrawn) after the Early Consent Date and prior to the expiration date of the exchange offers, which is 9 a.m., New York City time, on October 26, unless extended by EPO.

- A holder who validly tenders its TeppCo notes for exchange will be deemed to have delivered its consent to the proposed amendments to the applicable TeppCo indenture under which those notes were issued. Tenders of TeppCo notes may be withdrawn any time prior to the expiration date. Consents to the proposed amendments may be revoked any time prior to the Early Consent Date, but may not be revoked after the Early Consent Date. Tenders of TeppCo notes may not be validly withdrawn after the expiration date, unless EPO changes the exchange price for the TeppCo notes or is required by law to permit withdrawal.

- Enterprise's obligation to complete the exchange offers and consent solicitations is conditioned upon, among other things, completion of the merger and receipt of valid consents sufficient to effect all of the proposed amendments to the TeppCo indentures. The merger and related transactions are not conditioned upon the commencement or completion of the exchange offers or consent solicitations.

- Citi and J.P. Morgan Securities are serving as the dealer managers and Global Bondholder Services is serving as exchange agent and information agent for the exchange offers and consent solicitations. Questions regarding the exchange offers and consent solicitations may be directed to Citi, Liability Management Group, 390 Greenwich Street, 4th floor, New York, NY 10013, or by telephone at (800) 558-3745; J.P. Morgan Securities, 270 Park Avenue, New York, NY 10017, or by telephone at (866) 834-4666. Requests for documents may be directed to Global Bondholder Services, Attn: Corporate Actions, 65 Broadway, Suite 723, New York, NY 10006, or by telephone for banks and brokers collect at (212) 430-3774, all others toll-free at (866) 470-3700.

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