SIXTEENTH SUPPLEMENTAL INDENTURE

Exhibit 4.3

ENTERPRISE PRODUCTS OPERATING LLC

AS ISSUER,

ENTERPRISE PRODUCTS PARTNERS L.P.

AS PARENT GUARANTOR,

and

WELLS FARGO BANK,
NATIONAL ASSOCIATION,

AS TRUSTEE

SIXTEENTH SUPPLEMENTAL INDENTURE

Dated as of October 5, 2009

to

Indenture dated as of October 4, 2004

5.25% Senior Notes due 2020
6.125% Senior Notes due 2039

TABLE OF CONTENTS

     THIS SIXTEENTH SUPPLEMENTAL INDENTURE dated as of October 5, 2009, is among Enterprise Products Operating LLC, a Texas limited liability company (the “ Issuer ”), Enterprise Products Partners L.P., a Delaware limited partnership (the “ Parent Guarantor ”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “ Trustee ”). Each capitalized term used but not defined in this Sixteenth Supplemental Indenture shall have the meaning assigned to such term in the Original Indenture (as defined below).

RECITALS:

     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 ”), and the guarantee by each Guarantor of the Debt Securities (the “ Guarantee ”); and

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

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

     WHEREAS, the Issuer has duly authorized and desires to cause to be issued pursuant to the Base Indenture and this Sixteenth Supplemental Indenture each of the following new series of Debt Securities (collectively, the “ Notes ”):

          (i) a series of Debt Securities in the initial aggregate principal amount of $500,000,000, which series shall be designated as the 5.25% Senior Notes due 2020; and

          (ii) a series of Debt Securities in the initial aggregate principal amount of $600,000,000, which series shall be designated as the 6.125% Senior Notes due 2039.

     WHEREAS, all of such Notes will be guaranteed by the Parent Guarantor as provided in Article XIV of the Original Indenture;

     WHEREAS, the Issuer desires to cause the issuance of the Notes pursuant to Sections 2.01 and 2.03 of the Original 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 Original Indenture, the Issuer and the Parent Guarantor have requested that the Trustee join in the execution of this Sixteenth Supplemental Indenture to establish the form and terms of the Notes;

     WHEREAS, all things necessary have been done to make the Notes, when executed by the Issuer and authenticated and delivered hereunder and under the Base Indenture and duly issued by the Issuer, and the Guarantee of the Parent Guarantor, when the Notes are duly issued

by the Issuer, the valid obligations of the Issuer and the Parent Guarantor, respectively, and to make this Sixteenth Supplemental Indenture a valid agreement of the Issuer and the Parent Guarantor enforceable in accordance with its terms.

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

ARTICLE I
THE NOTES

     SECTION 1.1 Form .

          (1) The 5.25% Senior Notes due 2020 and the related Trustee’s certificate of authentication shall be substantially in the form of Exhibit A to this Sixteenth Supplemental Indenture; and

          (2) the 6.125% Senior Notes due 2039 and the related Trustee’s certificate of authentication shall be substantially in the form of Exhibit B to this Sixteenth Supplemental Indenture.

      Exhibits A and B are hereby incorporated into this Sixteenth Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Sixteenth Supplemental Indenture and to the extent applicable, the Issuer, the Parent Guarantor and the Trustee, by their execution and delivery of this Sixteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

     The Notes shall be issued only as Registered Securities. The Notes shall be issued upon original issuance in whole in the form of one or more Global Securities (the “ Book-Entry Notes ”). Each Book-Entry Note 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 a Book-Entry Note 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 the Book-Entry Note.

     The Issuer initially appoints The Depository Trust Company (“ DTC ”) to act as Depositary with respect to the Book-Entry Notes.

     SECTION 1.2 Title, Amount and Payment of Principal and Interest .

          (1) 5.25% Senior Notes due 2020 . The 5.25% Senior Notes due 2020 shall be entitled the “5.25% Senior Notes due 2020.” The Trustee shall authenticate and deliver (i) the 5.25% Senior Notes due 2020 for original issue on the date hereof (the “ 5.25% Original Notes ”) in the aggregate principal amount of $500 million and (ii) additional 5.25% Senior Notes due

2020 for original issue from time to time after the date hereof in such principal amounts as may be specified in the Company Order described in this sentence, provided that no such additional 5.25% Senior Notes due 2020 may be issued at a price that would cause such 5.25% Senior Notes due 2020 to have “original issue discount” within the meaning of the Internal Revenue Code of 1986, as amended, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.05 of the Original Indenture. Such order shall specify the amount of the 5.25% Senior Notes due 2020 to be authenticated, the date on which the original issue of 5.25% Senior Notes due 2020 is to be authenticated, and the name or names of the initial Holder or Holders. The aggregate principal amount of 5.25% Senior Notes due 2020 that may be outstanding at any time may not exceed $500 million plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph (except as provided in Section 2.09 of the Original Indenture).

     The principal amount of each 5.25% Senior Note due 2020 shall be payable on January 31, 2020. Each 5.25% Senior Note due 2020 shall bear interest from and including October 5, 2009 (the date of original issuance), or from and including the most recent date to which interest has been paid, at the fixed rate of 5.25% per annum. The dates on which interest on the 5.25% Senior Notes due 2020 shall be payable shall be January 31 and July 31 of each year, commencing January 31, 2010, in the case of the 5.25% Original Notes (the “ 5.25% Interest Payment Dates ”). The regular record date for interest payable on the 5.25% Senior Notes due 2020 on any 5.25% Interest Payment Date shall be January 15 or July 15 (the “ 5.25% Regular Record Date ”), as the case may be, preceding such 5.25% Interest Payment Date.

     Payments of principal of, premium, if any, and interest due on the 5.25% Senior Notes due 2020 representing Book-Entry Notes on any 5.25% Interest Payment Date or at maturity will be made available to the Trustee by 11:00 a.m., New York City time, on such 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 Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary.

          (2) 6.125% Senior Notes due 2039 . The 6.125% Senior Notes due 2039 shall be entitled the “6.125% Senior Notes due 2039.” The Trustee shall authenticate and deliver (i) the 6.125% Senior Notes due 2039 for original issue on the date hereof (the “ 6.125% Original Notes ”) in the aggregate principal amount of $600 million and (ii) additional 6.125% Senior Notes due 2039 for original issue from time to time after the date hereof in such principal amounts as may be specified in the Company Order described in this sentence, provided that no such additional 6.125% Senior Notes due 2039 may be issued at a price that would cause such 6.125% Senior Notes due 2039 to have “original issue discount” within the meaning of the Internal Revenue Code of 1986, as amended, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.05 of the Original Indenture. Such order shall specify the amount of the 6.125% Senior Notes due 2039 to be authenticated, the date on which the original issue of 6.125% Senior Notes due 2039 is to be authenticated, and the name or names of the initial Holder or Holders. The aggregate principal amount of 6.125% Senior Notes due 2039 that may be outstanding at any time may not exceed $600 million plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph (except as provided in Section 2.09 of the Original Indenture).

     The principal amount of each 6.125% Senior Note due 2039 shall be payable on October 15, 2039. Each 6.125% Senior Note due 2039 shall bear interest from and including October 5, 2009 (the date of original issuance), or from and including the most recent date to which interest has been paid, at the fixed rate of 6.125% per annum. The dates on which interest on the 6.125% Senior Notes due 2039 shall be payable shall be April 15 and October 15 of each year, commencing April 15, 2010, in the case of the 6.125% Original Notes (the “ 6.125% Interest Payment Date s”). The regular record date for interest payable on the 6.125% Senior Notes due 2039 on any 6.125% Interest Payment Date shall be April 1 or October 1 (the “ 6.125% Regular Record Date ”), as the case may be, preceding such 6.125% Interest Payment Date.

     Payments of principal of, premium, if any, and interest due on the 6.125% Senior Notes due 2039 representing Book-Entry Notes on any 6.125% Interest Payment Date or at maturity will be made available to the Trustee by 11:00 a.m., New York City time, on such 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 Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary.

     SECTION 1.3 Registrar and Paying Agent .

     The Issuer 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 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 the Trustee located at 45 Broadway, 14th Floor, New York, New York 10006.

     SECTION 1.4 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 Original Indenture and the rules and procedures of the Depositary therefor.

     SECTION 1.5 Guarantee of the Notes .

     In accordance with Article XIV of the Original Indenture, the Notes will be fully, unconditionally and absolutely guaranteed on an unsecured, unsubordinated basis by the Parent Guarantor. Initially, there will be no Subsidiary Guarantors.

     SECTION 1.6 Defeasance and Discharge .

     The Notes shall be subject to satisfaction and discharge and to both legal defeasance and covenant defeasance as contemplated by Article XI of the Original Indenture.

     SECTION 1.7 Amendment to Section 4.12 of the Original Indenture .

     The last paragraph of Section 4.12 of the Original Indenture is hereby amended and restated in relation solely to the Notes to read as follows:

     “Notwithstanding the foregoing provisions of this Section, the Parent Guarantor may, and may permit any Subsidiary to, effect any Sale/Leaseback Transaction that is not excepted by clauses (a) through (d), inclusive, of this Section, provided that the Attributable Indebtedness from such Sale/Leaseback Transaction, together with the aggregate principal amount of all other such Attributable Indebtedness deemed to be outstanding and all outstanding Indebtedness (other than the Debt Securities) secured by liens, other than Permitted Liens, upon Principal Properties or upon any capital stock of any Restricted Subsidiary, do not exceed 10% of Consolidated Net Tangible Assets.”

     SECTION 1.8 Amendment to Section 4.13 of the Original Indenture .

     The last sentence of Section 4.13 of the Original Indenture is hereby amended and restated in relation solely to the Notes to read as follows:

     “Notwithstanding the foregoing, the Parent Guarantor may, and may permit any Subsidiary to, create, assume, incur or suffer to exist any lien, other than a Permitted Lien, upon any Principal Property or upon any capital stock of any Restricted Subsidiary to secure Indebtedness of the Parent Guarantor, the Company or any other Person (other than the Debt Securities), without in any such case making effective provision whereby all the Debt Securities Outstanding under this Indenture are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is secured; provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens, together with the aggregate amount of Attributable Indebtedness deemed to be outstanding in respect of all Sale/Leaseback Transactions (exclusive of any such Sale/Leaseback Transactions otherwise permitted under clauses (a) through (d) of Section 4.12), does not exceed 10% of Consolidated Net Tangible Assets.”

ARTICLE II
REDEMPTION

     SECTION 2.1 Redemption.

     The Issuer shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof. The Issuer, at its option, may redeem the Notes in accordance with the provisions of paragraph 5 of the Notes and Article III of the Original Indenture.

ARTICLE III
MISCELLANEOUS PROVISIONS

     SECTION 3.1 Table of Contents, Headings, etc.

     The table of contents and headings of the Articles and Sections of this Sixteenth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

     SECTION 3.2 Counterpart Originals .

     The parties may sign any number of copies of this Sixteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     SECTION 3.3 Governing Law .

      THIS SIXTEENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

* * * *

     IN WITNESS WHEREOF, the parties hereto have caused this Sixteenth Supplemental Indenture to be duly executed as of the day and year first above written.

Sixteenth Supplemental Indenture Signature Page

Exhibit A

FORM OF NOTE
[ FACE OF SECURITY ]

[ UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) (55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ] ^*

[ TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ] ^*

Principal Amount

No.      

$                [ which amount may be
increased or decreased by the Schedule
of Increases and Decreases in Global Security attached hereto. ] ^*

ENTERPRISE PRODUCTS OPERATING LLC

5.25% SENIOR NOTE DUE 2020

CUSIP 29379VAF0

     ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (the “ Company ,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to [ Cede & Co. ] ^* or its registered assigns, the principal sum of                                          ($                      U.S. dollars, [ or such greater or lesser principal sum as is shown on the attached Schedule of Increases and Decreases in Global Security ] ^* , on January 31, 2020 in such coin and currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest at an annual rate of 5.25% payable on January 31 and July 31 of each year, to the person in whose

name the Security (as defined on the reverse side of this security) is registered at the close of business on the record date for such interest, which shall be the preceding January 15 and July 15 (each, a “ Regular Record Date ”), respectively, payable commencing on January 31, 2010, with interest accruing from and including October 5, 2009, or from and including the most recent date to which interest shall have been paid.

     Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

     The statements in the legends set forth in this Security are an integral part of the terms of this Security and by acceptance hereof the Holder of this Security agrees to be subject to, and bound by, the terms and provisions set forth in each such legend.

     This Security is issued in respect of a series of Debt Securities of an initial aggregate of $500 million in principal amount designated as the 5.25% Senior Notes due 2020 of the Company and is governed by the Indenture dated as of October 4, 2004 (the “ Original Indenture ”), duly executed and delivered by the Company, as issuer, and Enterprise Products Partners L.P., as parent guarantor (the “ Parent Guarantor ”), to Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), as amended by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for the Company as the successor issuer (the “ Tenth Supplemental Indenture ”), and the Sixteenth Supplemental Indenture dated as of October 5, 2009, duly executed by the Company, the Parent Guarantor and the Trustee (the “ Sixteenth Supplemental Indenture ”, and together with the Original Indenture and the Tenth Supplemental Indenture, the “ Indenture ”). The terms of the Indenture are incorporated herein by reference. This Security shall in all respects be entitled to the same benefits as definitive Debt Securities under the Indenture.

     If and to the extent any provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is required to be included in the Indenture or is deemed applicable to the Indenture by virtue of the provisions of the Trust Indenture Act of 1939, as amended (the “ TIA ”), such required provision shall control.

     The Company hereby irrevocably undertakes to the Holder hereof to exchange this Security in accordance with the terms of the Indenture without charge.

     This Security shall not be valid or become obligatory for any purpose until the Trustee’s Certificate of Authentication hereon shall have been manually signed by the Trustee under the Indenture.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its sole manager.

Dated:                                         

     TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

     This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.

[ REVERSE OF SECURITY ]
ENTERPRISE PRODUCTS OPERATING LLC

5.25% SENIOR NOTE DUE 2020

     This Security is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (the “ Debt Securities ”) of the series hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Parent Guarantor and the Holders of the Debt Securities. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the Indenture. This Security is one of a series designated as the 5.25% Senior Notes due 2020 of the Company, in initial aggregate principal amount of $500 million (the “ Securities ”).

      1. Interest.

     The Company promises to pay interest on the principal amount of this Security at the rate of 5.25% per annum.

     The Company will pay interest semi-annually on January 31 and July 31 of each year (each an “ Interest Payment Date ”), commencing January 31, 2010. Interest on the Securities will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid on the Securities, from and including October 5, 2009. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any applicable bankruptcy laws) on overdue installments of interest (without regard to any applicable grace period) and on overdue principal and premium, if any, from time to time on demand at the same rate per annum, in each case to the extent lawful.

      2. Method of Payment .

     The Company shall pay interest on the Securities (except Defaulted Interest) to the persons who are the registered Holders at the close of business on the Regular Record Date immediately preceding the Interest Payment Date. Any such interest not so punctually paid or duly provided for (“ Defaulted Interest ”) may be paid to the persons who are registered Holders at the close of business on a special record date for the payment of such Defaulted Interest, or in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may then be listed if such manner of payment shall be deemed practicable by the Trustee, as more fully provided in the Indenture. The Company shall pay principal, premium, if any, and interest in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts. Payments in respect of a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. Payments in respect of Securities in definitive form (including principal, premium, if any, and

interest) will be made at the office or agency of the Company maintained for such purpose within The City of New York, which initially will be the corporate trust office of Wells Fargo Bank, National Association at 45 Broadway, 14th Floor, New York, New York 10006, or, at the option of the Company, payment of interest may be made by check mailed to the Holders on the relevant record date at their addresses set forth in the Debt Security Register of Holders or at the option of the Holder, payment of interest on Securities in definitive form will be made by wire transfer of immediately available funds to any account maintained in the United States, provided such Holder has requested such method of payment and provided timely wire transfer instructions to the paying agent. The Holder must surrender this Security to a paying agent to collect payment of principal.

      3. Paying Agent and Registrar .

     Initially, Wells Fargo Bank, National Association will act as paying agent and Registrar. The Company may change any paying agent or Registrar at any time upon notice to the Trustee and the Holders. The Company may act as paying agent.

      4. Indenture .

     This Security is one of a duly authorized issue of Debt Securities o