EIGHTEENTH SUPPLEMENTAL INDENTURE

Exhibit 4.48

ENTERPRISE PRODUCTS OPERATING LLC,
as Issuer

ENTERPRISE PRODUCTS PARTNERS L.P.,
as Parent Guarantor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

EIGHTEENTH SUPPLEMENTAL INDENTURE

Dated as of [                    ] [     ], 2009

to

Indenture dated as of October 4, 2004

7.000% FIXED /FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2067

TABLE OF CONTENTS

     THIS EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of [                    ] [     ], 2009 (this “ Eighteenth Supplemental Indenture ”), is among (i) Enterprise Products Operating LLC, a Texas limited liability company (the “ Company ”), (ii) Enterprise Products Partners L.P., a Delaware limited partnership (the “ Parent Guarantor ”), and (iii) Wells Fargo Bank, National Association, a national banking association, as trustee (the “ Trustee ”).

W I T N E S S E T H :

     WHEREAS, Enterprise Products Operating L.P. and the Parent Guarantor have executed and delivered to the Trustee an Indenture, dated as of October 4, 2004 (the “ Original Indenture ”), providing for the issuance by Enterprise Products Operating L.P. from time to time of its debentures, notes, bonds or other evidences of indebtedness, issued and to be issued in one or more series unlimited as to principal amount (the “ Debt Securities ”);

     WHEREAS, the Company and the Parent Guarantor have executed and delivered to the Trustee a Tenth Supplemental Indenture, dated as of June 30, 2007, providing for the Company as the successor issuer (the Original Indenture together with the Tenth Supplemental Indenture, the “ Base Indenture ”);

     WHEREAS, on or before the date hereof the Company has issued several series of Debt Securities pursuant to previous supplements to the Base Indenture;

     WHEREAS, the Company has duly authorized and desires to cause to be issued pursuant to the Base Indenture and this Eighteenth Supplemental Indenture a new series of Debt Securities designated the “7.000% Fixed/Floating Rate Junior Subordinated Notes due 2067” (the “ Notes ”), all of such Notes to be guaranteed by the Parent Guarantor as provided in Article XIV of the Base Indenture and Article VII of this Eighteenth Supplemental Indenture;

     WHEREAS, the Company desires to cause the issuance of the Notes pursuant to Sections 2.01 and 2.03 of the Base Indenture, which sections permit the execution of indentures supplemental thereto to establish the form and terms of Debt Securities of any series;

     WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Company and the Parent Guarantor have requested that the Trustee join in the execution of this Eighteenth Supplemental Indenture to establish the form and terms of the Notes; and

     WHEREAS, all things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and under the Base Indenture and duly issued by the Company, and the guarantee thereof by the Parent Guarantor, when the Notes have been duly issued by the Company, the valid obligations of the Company and the Parent Guarantor, respectively, and to make this Eighteenth Supplemental Indenture a valid agreement of the Company and the Parent Guarantor, enforceable against them in accordance with its terms;

     NOW, THEREFORE, the Company, the Parent Guarantor and the Trustee hereby agree that the following provisions shall amend and supplement the Base Indenture:

ARTICLE I

DEFINITIONS

     Section 1.1 Definition of Terms . Unless the context otherwise requires:

          (a) a term defined in the Base Indenture has the same meaning when used in this Eighteenth Supplemental Indenture; provided , however , that, where a term is defined both in this Eighteenth Supplemental Indenture and in the Base Indenture the meaning given to such term in this Eighteenth Supplemental Indenture shall control for purposes of this Eighteenth Supplemental Indenture and, in respect of the Notes, but not any other series of Debt Securities, the Base Indenture;

          (b) a term defined anywhere in this Eighteenth Supplemental Indenture has the same meaning throughout this Eighteenth Supplemental Indenture and, in respect of the Notes, but not any other series of Debt Securities, the Base Indenture;

          (c) any term used herein which is defined in the TIA, either directly or by reference therein, has the meanings assigned to it therein; and

          (d) the following terms have the following respective meanings:

     “ Bankruptcy Event ” means, with respect to any Person, that (a) such Person, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors; or (b) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against such Person as debtor in an involuntary case; (ii) appoints a Custodian of such Person or a Custodian for all or substantially all of the property of such Person; or (iii) orders the liquidation of such Person, and, in the case of clauses (b)(i) through (b)(iii), the order or decree remains unstayed and in effect for 60 days.

     “ Base Indenture ” has the meaning set forth in the recitals of this Eighteenth Supplemental Indenture.

     “ Book—Entry Notes ” has the meaning set forth in Section 2.3.

     “ Calculation Agent ” means Wells Fargo Bank, National Association (and its successors) or any other firm hereafter appointed by the Company to act as calculation agent in respect of the Notes.

     “ Company ” means the Person named as the “Company” in the preamble of this Eighteenth Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person.

     “ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Remaining Life of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes; provided , however , that if no maturity is within three months (before or after) the end of the Remaining Life, yields for the two published maturities most closely corresponding to such United States Treasury security will be determined and the Treasury Yield will be interpolated or extrapolated from those yields on a straight-line basis rounding to the nearest month.

     “ Comparable Treasury Price ” means, with respect to any Redemption Date, (a) the average, after excluding the highest and lowest such Reference Treasury Dealer Quotations, of the Reference Treasury Dealer Quotations for such Redemption Date, or (b) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations received.

     “ Current Interest ” means, on or prior to an Interest Payment Date, interest accrued on the principal amount of the Notes at the Fixed Rate or the Floating Rate, as the case may be, since the immediately preceding Interest Payment Date. For the avoidance of doubt, Current Interest shall not include Deferred Interest.

     “ Deferred Interest ” means (a) interest the payment of which has been deferred pursuant to Section 4.1 plus (b) all interest accrued thereon since the due date thereof in accordance with Section 2.6(a) and 2.6(d).

     “ Depositary ” means DTC or, if DTC shall have ceased performing such function, any other Person selected by the Company, so long as such Person is registered as a clearing agency under the Exchange Act or other applicable statutes or regulations.

     “ DTC ” means The Depository Trust Company, New York, New York, or any successor thereto.

     “ Eighteenth Supplemental Indenture ” has the meaning set forth in the preamble hereto.

     “ Fixed Rate ” means 7.000% per annum.

     “ Fixed Rate Period ” means the period commencing on June 1, 2009 to, but not including, June 1, 2017.

     “ Floating Rate ” means, with respect to a Quarterly Interest Period, the sum of the Three-Month LIBOR Rate for such Quarterly Interest Period plus 2.7775%.

     “ Floating Rate Period ” means the period commencing on June 1, 2017 to, but not including, June 1, 2067.

     “ Guarantee ” has the meaning given in Section 7.1.

     “ Indenture ” means the Base Indenture, as amended and supplemented by this Eighteenth Supplemental Indenture, including the form and terms of the Notes as set forth herein, as the same shall be amended from time to time.

     “ Independent Investment Banker ” means either J.P. Morgan Securities Inc. or Wachovia Capital Markets, LLC (or their respective successors) or, if no such firm is willing and able to select the applicable Comparable Treasury Issue or perform the other functions of the Independent Investment Banker provided herein, an independent investment banking institution of national standing appointed by the Trustee and reasonably acceptable to the Company.

     “ Interest ” means, collectively, Current Interest and Deferred Interest.

     “ Interest Payment Date ” means a Quarterly Interest Payment Date or a Semi-Annual Interest Payment Date, as the case may be.

     “ Interest Period ” means a Quarterly Interest Period or a Semi-Annual Interest Period, as the case may be.

     “ LIBOR Interest Determination Date ” has the meaning set forth in the definition of “Three-Month LIBOR Rate.”

     “ LIBOR Rate Reset Date ” has the meaning set forth in the definition of “Three-Month LIBOR Rate.”

     “ London Banking Day ” means any Business Day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

     “ Make-Whole Redemption Price ” means, with respect to a Redemption Date, an amount equal to (a) all accrued and unpaid Interest to but not including such Redemption Date, plus (b) the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of remaining scheduled payments of principal and interest on the Notes (exclusive of interest accrued to the Redemption Date) being redeemed during the Remaining Life, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 0.50%. The Make-Whole Redemption Price, calculated as provided herein, shall be calculated and certified to the Trustee and the Company by an Independent Investment Banker.

     “ Notes ” has the meaning set forth in the recitals of this Eighteenth Supplemental Indenture.

     “ Optional Deferral ” has the meaning set forth in Section 4.1(a).

     “ Optional Deferral Period ” means the period of time commencing on an Interest Payment Date with respect to which the Company has optionally deferred payment of Interest pursuant to Section 4.1(a) and ending upon the earlier of (a) the Interest Payment Date on which all Deferred Interest and Current Interest to, but not including, such Interest Payment Date shall have been paid and (b) the first Interest Payment Date on which the Company shall have

deferred payment of some or all of the Interest due on a number of consecutive Interest Payment Dates with respect to consecutive Interest Periods which, taken together as a single period, would equal or exceed ten (10) consecutive years.

     “ Optional Redemption Price ” means, with respect to a Redemption Date, 100% of the principal amount of the Notes being redeemed plus all unpaid Interest thereon to but not including such Redemption Date.

     “ Parent Guarantor ” means the Person named as the “Parent Guarantor” in the preamble of this Eighteenth Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Parent Guarantor” shall mean such successor Person.

     “ Primary Treasury Dealer ” has the meaning set forth in the definition of “Reference Treasury Dealer.”

     “ Quarterly Interest Payment Date ” means each March 1, June 1, September 1, and December 1 during the Floating Rate Period, commencing September 1, 2017; provided , however , that if any such day is not Business Day, then the Quarterly Interest Payment Date shall be the immediately succeeding Business Day (except if such next succeeding Business Day falls in the next succeeding calendar month, then such payment shall be made on the immediately preceding Business Day).

     “ Quarterly Interest Period ” means each period commencing on a Quarterly Interest Payment Date and continuing to but not including the next succeeding Quarterly Interest Payment Date (except that the first Quarterly Interest Period will commence on June 1, 2017).

     “ Redemption Price ” means (a) in the case of redemption of the Notes pursuant to Section 3.1(a), the Make-Whole Redemption Price, (b) in the case of redemption of the Notes pursuant to Section 3.1(b), the Special Event Make-Whole Redemption Price and (c) in the case of redemption of the Notes pursuant to Section 3.1(c), the Optional Redemption Price.

     “ Reference Banks ” has the meaning set forth in the definition of “Three-Month LIBOR Rate.”

     “ Reference Treasury Dealer ” means each of (a) J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC (and their respective successors) and (b) three other primary United States government securities dealers in New York City selected by the Independent Investment Banker, each of which we refer to as a “Primary Treasury Dealer.” However, if any of the foregoing ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer for such dealer.

     “ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, an average, as determined and furnished to the Independent Investment Banker by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at or about 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

     “ Remaining Life ” means the period of time from the date on which the Notes are redeemed to June 1, 2017.

     “ Reuters Page LIBOR01 ” means the display so designated on the Reuters 3000 Xtra (or such other page as may replace such page on such service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

     “ Semi-Annual Interest Period ” means each period commencing on a Semi-Annual Interest Payment Date and continuing to but not including the next succeeding Semi-Annual Interest Payment Date (except that the first Semi-Annual Interest Period will begin on June 1, 2009).

     “ Semi-Annual Interest Payment Date ” means each June 1 and December 1 commencing December 1, 2009 (or, in the case of any additional Notes issued pursuant to clause (ii) of Section 2.1, the date set forth in the Company Order providing for the issuance of any such additional Notes) through June 1, 2017; provided , however ,

that if any such day is not Business Day, then the Semi-Annual Interest Payment Date shall be the next succeeding Business Day.

     “ Senior Indebtedness ” means, with respect to any Person, the principal of, any interest and premium, if any, on and any other payments in respect of any of the following, whether currently outstanding or hereafter created or incurred: (a) (i) indebtedness of such Person for borrowed money; (ii) indebtedness of such Person evidenced by securities, bonds, notes, and debentures, including any of the same that are subordinated, issued under credit agreements, indentures or other similar instruments (other than this Eighteenth Supplemental Indenture) and other similar instruments, other than, in the case of the Company, the Notes; (iii) obligations of such Person arising from or with respect to guarantees and direct credit substitutes, other than, in the case of the Parent Guarantor, the Parent Guarantor’s obligations under the Guarantee; (iv) obligations of such Person arising from or with respect to hedges and derivative products (including, but not limited to, interest rate, commodity, and foreign exchange contracts); (v) capital lease obligations of such Person; (vi) all of the obligations of such Person arising from or with respect to any letter of credit, banker’s acceptance, security purchase facility, cash management arrangements or similar credit transactions; (vii) operating leases of such Person (but only to the extent the terms of such leases expressly provide that the same constitute “ Senior Indebtedness ”); and (viii) guarantees by such Person of any indebtedness or obligations of others of the types described in clauses (i) through (vii) other than, in the case of the Parent Guarantor, the Guarantee and (b) any modifications, refundings, deferrals, renewals, or extensions of any of the foregoing or any other evidence of indebtedness issued in exchange therefor; provided , however , that Senior Indebtedness shall not include the obligations of such Person in respect of: (v) trade accounts payable of such Person; (w) any indebtedness incurred by such Person for the purchase of goods or materials or for services obtained in the ordinary course of business to the extent that the same is incurred from, and owed to, the vendor of such goods or materials or the provider of such services; (x) any indebtedness or other obligation of such Person which by the terms of the instrument creating or evidencing it is expressly made equal in rank and payment with or subordinated to the Notes or the Guarantee, as the case may be; (y) indebtedness owed by such Person to its Subsidiaries; and (z) in the case of the Company, the Company’s Subordinated Notes due 2066 and Subordinated Notes due 2068 and, in the case of the Parent Guarantor, the Parent Guarantor’s guarantees of the Subordinated Notes due 2066 and Subordinated Notes due 2068.

     “ Special Event ” means (a) the receipt by the Company of an opinion of counsel experienced in such matters to the effect that, as a result of any (i) amendment to, clarification of or change (including any prospective change) in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is effective on or after the date of issuance of the Notes, (ii) proposed change in those laws or regulations that is announced on or after the date of issuance of the Notes, (iii) official administrative decision or judicial decision or administrative action or other official pronouncement (including a private letter ruling, technical advice memorandum or other similar pronouncement) by any court, government agency or regulatory authority interpreting or applying those laws or regulations that is announced on or after the date of issuance of the Notes, or (iv) threatened challenge asserted in connection with an audit of the Company or any of the Company’s subsidiaries, or a threatened challenge asserted in writing against any taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes (including any trust preferred or similar securities) that occurs on or after the date of issuance of the Notes, there is more than an insubstantial risk that interest payable on the Notes is not, or within 90 days of the date of such opinion will not be, deductible, in whole or in part, by the Company or its partners, as applicable, for U.S. federal income tax purposes or (b) a change by any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that publishes a rating for the Company (a “ rating agency ”) to its equity credit criteria for securities such as the Notes, as such criteria is in effect on the date of this Eighteenth Supplemental Indenture (the “ current criteria ”), which change results in (i) any shortening of the length of time for which such current criteria are scheduled to be in effect with respect to the Notes, or (ii) a lower equity credit being given to the Notes as of the date of such change than the equity credit that would have been assigned to the Notes as of the date of such change by such rating agency pursuant to its current criteria.

     “ Special Event Make-Whole Redemption Price ” means, with respect to a Redemption Date, an amount equal to (a) all accrued and unpaid Interest to but not including such Redemption Date, plus (b) the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of remaining scheduled payments of principal and interest on the Notes (exclusive of interest accrued to the Redemption Date) being redeemed during the Remaining Life, discounted to

such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 0.50%. The Special Event Make-Whole Redemption Price, calculated as provided herein, shall be calculated and certified to the Trustee and the Company by an Independent Investment Banker.

     “ Subordinated Notes due 2068 ” means the Company’s 7.034% Fixed/Floating Rate Junior Subordinated Notes due 2068.

     “ Subordinated Notes due 2066 ” means the Company’s 8.375% Fixed/Floating Rate Junior Subordinated Notes due 2066.

     “ Three-Month LIBOR Rate ” means, for each Quarterly Interest Period during the Floating Rate Period, the rate (expressed as a percentage per year) for deposits in U.S. dollars for a three-month period that appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the second London Banking Day (the “ LIBOR Interest Determination Date ”) immediately preceding the first day of such Quarterly Interest Period (the “ LIBOR Rate Reset Date ”). If such rate does not appear on such page for the purpose of displaying offered rates of leading banks for London interbank deposits in U.S. dollars, the Three-Month LIBOR Rate will be determined on the basis of the rates, at approximately 11:00 a.m., London time, on the LIBOR Interest Determination Date, at which U.S. dollar deposits with a maturity of three months in an amount determined by the Calculation Agent as representative of a single transaction in the relevant market and at the relevant time are offered by four major banks in the London interbank market selected and certified to the Calculation Agent by the Company (“ Reference Banks ”) to prime banks in the London interbank market for the interest period commencing on the LIBOR Rate Reset Date. The Company will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided as requested, the Three-Month LIBOR Rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the Three-Month LIBOR Rate will be the interest rate per annum equal to the average of the rates per annum quoted by three major banks in New York City selected and certified to the Calculation Agent by the Company, at or about 11:00 a.m., New York City time, on the LIBOR Interest Determination Date, for loans in U.S. dollars to leading European banks in amounts that are representative of a single transaction in the relevant market and at the relevant time with a maturity corresponding to the interest period and commencing on the LIBOR Rate Reset Date. If fewer than three New York City banks selected and certified to the Calculation Agent by the Company are quoting rates, the Three-Month LIBOR Rate for the applicable interest period will be the same as for the immediately preceding Quarterly Interest Period or, in the case of the Quarterly Interest Period beginning on June 1, 2017, the interest rate on the Notes will be the same as for the most recent quarterly period for which the Three-Month LIBOR Rate can be determined.

     “ Treasury Yield ” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding such Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.

     “ Trustee ” means the Person named as the “Trustee” in the preamble of this Eighteenth Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean such successor Person.

     Section 1.2 Rules of Construction . In addition to the Rules of Construction under Section 1.04 of the Base Indenture, the following provisions also shall be applied wherever appropriate herein:

          (a) any references herein to a particular Section, Article, or Exhibit means a Section or Article of, or an Exhibit to, this Eighteenth Supplemental Indenture unless otherwise expressly stated herein; and

          (b) the Exhibits attached hereto are incorporated herein by reference and shall be considered part of this Eighteenth Supplemental Indenture.

     Section 2.1 Designation and Principal Amount . There is hereby authorized a series of Debt Securities under the Indenture designated the “7.000% Fixed/Floating Rate Junior Subordinated Notes due 2067.” The Trustee shall authenticate and deliver (i) the Notes for original issue on the date hereof in the aggregate principal amount of $300,000,000 and (ii) additional Notes for original issue from time to time after the date hereof in such principal amounts as may be specified from time to time in a Company Order for the authentication and delivery thereof pursuant to Section 2.05 of the Base Indenture. Any additional Notes shall have the same Stated Maturity and other terms as the original issue of Notes and shall be consolidated with and be part of the original issue of Notes. The Notes shall be issued in denominations of $1,000 in principal amount and integral multiples thereof.

     Section 2.2 Maturity . The principal amount of the Notes shall be payable on the maturity date of the Notes, which is June 1, 2067.

     Section 2.3 Form . The Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A.

     The Notes shall be issued only in registered form and, when issued, shall be registered in the Debt Security Register of the Company. The Notes shall be originally issued in the form of one or more Global Securities (the “ Book-Entry Notes ”). Each of the Book-Entry Notes shall represent such of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, of Outstanding Notes represented thereby shall be made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial interest in such Book-Entry Notes. The Company initially appoints DTC to act as Depositary with respect to the Book-Entry Notes.

     Section 2.4 Registrar and Paying Agent . The Company initially appoints the Trustee as Registrar and paying agent with respect to the Notes. The office or agency in the City and State of New York where the Notes may be presented for registration of transfer or exchange and the Place of Payment for the Notes shall initially be the corporate trust office of Wells Fargo Bank, National Association at 45 Broadway, 14th Floor, New York, New York 10006.

     Section 2.5 Transfer and Exchange .

     The transfer and exchange of Book-Entry Notes or beneficial interests therein shall be effected through the Depositary, in accordance with Section 2.15 of the Base Indenture and the rules and procedures of the Depositary therefor.

     Section 2.6 Interest Rates; Payment of Principal and Interest .

          (a) Rates .

          (i) Interest During the Fixed Rate Period. During the Fixed Rate Period, (A) the outstanding principal amount of the Notes and (B) to the extent permitted by applicable law, any Deferred Interest or overdue interest thereon, will bear interest at a per annum rate equal to the Fixed Rate until the commencement of the Floating Rate Period or, if earlier, until the principal thereof and all Interest thereon is paid, compounded semi-annually and payable (subject to the provisions of Article IV) semi-annually, in arrears on each Semi-Annual Interest Payment Date.

          (ii) Interest During the Floating Rate Period. During the Floating Rate Period, (A) the outstanding principal amount of the Notes and (B) to the extent permitted by applicable law, any Deferred Interest or overdue interest thereon will bear interest during each Quarterly Interest Period at a per annum rate equal to the applicable Floating Rate for such period, until the principal thereof and all Interest thereon is paid, compounded quarterly and payable (subject to the provisions of Article IV) quarterly in

arrears on each Quarterly Interest Payment Date. The Calculation Agent will calculate the Floating Rate with respect to each Floating Rate Period and the amount of Interest payable on each Quarterly Interest Payment Date as promptly as practicable according to the appropriate method described herein. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee of the Floating Rate for the Floating Rate Period and the amount of Interest payable to each Holder on each Quarterly Interest Payment Date. The Floating Rate determined by the Calculation Agent, absent manifest error, will be binding and conclusive upon the beneficial owners and Holders of the Notes, the Company and the Trustee.

          (b) Payment of Interest to Record Holders of the Notes . Payments of principal of, premium, if any, and Interest due on the Notes representing Book-Entry Notes on any Interest Payment Date, upon redemption or at maturity will be made available to the Trustee by 11:00 a.m., New York City time, on the applicable maturity date, Redemption Date, or Interest Payment Date, unless such date falls on a day which is not a Business Day, in which case such payments will be made available to the Trustee by 11:00 a.m., New York City time, on the next succeeding Business Day; provided , however , that, during the Floating Rate Period, if such next succeeding Business Day falls in the next succeeding calendar month, then such payments will be made available to the Trustee by 11:00 a.m., New York City time, on the immediately preceding Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary. Other than in connection with the maturity or redemption of the Notes or in connection with payment of Defaulted Interest, Interest on the Notes may be paid only on an Interest Payment Date. Payments of principal of, premium, if any, and Interest due on Notes other than Book-Entry Notes on any Interest Payment Date, upon redemption or at maturity will be made in accordance with Article II of the Base Indenture. The regular record date for Interest payable on the Notes on any Interest Payment Date during the Fixed Rate Period shall be the May 15 or November 15, as the case may be, immediately preceding such Interest Payment Date and during the Floating Rate Period shall be the February 15, May 15, August 15 or November15, as the case may be, immediately preceding such Interest Payment Date.

          (c) The amount of Interest payable on any Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Interest payable on any Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days elapsed.

          (d) To the extent permitted by applicable law, Interest not paid when due hereunder, including, without limitation, all Deferred Interest and overdue Interest, shall in accordance with Section 2.6(a), until paid, compound (i) semi-annually at the Fixed Rate on each Semi-Annual Interest Payment Date during the Fixed Rate Period and (ii) quarterly at the applicable Floating Rate on each Quarterly Interest Payment Date during the Floating Rate Period.

          (e) If the Company shall make a partial payment of Interest on any Interest Payment Date, such payment shall, with respect to the Notes, be applied, first, to Deferred Interest until all such Deferred Interest has been paid and, second, to any Current Interest.

          (f) To the extent that the provisions of this Section 2.6 are inconsistent with the provisions of Article II of the Base Indenture, the provisions of this Section 2.6 shall control.

ARTICLE III

REDEMPTION OF THE NOTES

     Section 3.1 Optional Redemption . Subject to the provisions of Article III of the Base Indenture, the Company shall have the option to redeem the Notes for cash:

          (a) in whole or in part, at any time and from time to time prior to June 1, 2017, at the Make-Whole Redemption Price;

          (b) after the occurrence of a Special Event, in whole but not in part, at any time prior to June 1, 2017, at the Special Event Make-Whole Redemption Price; and

          (c) in whole or in part, at any time and from time to time on or after June 1, 2017, at the Optional Redemption Price.

     Section 3.2 Certain Redemption Procedures . Notes called for optional redemption shall become due on the Redemption Date. Notices of optional redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The notice of optional redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the Redemption Date, the method of calculating such Redemption Price, and the place(s) that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in payment of the Redemption Price or the paying agent is prohibited from making such payment pursuant to the terms of Article XII of the Base Indenture, interest will cease to accrue on the Redemption Date with respect to any Notes that have been called for optional redemption. If less than all the Notes are redeemed at any time, the Trustee will select the Notes to be redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate. The Company may not redeem the Notes in part if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded unless all accrued and unpaid Interest (including Deferred Interest) has been paid in full on all outstanding Notes for all Interest Periods terminating on or before the Redemption Date.

     The Notes may be redeemed in part only in principal amounts that are integral multiples of $1,000.

     Section 3.3 No Sinking Fund . The Notes will not be