Exhibit 1.2



                       ENTERPRISE PRODUCTS OPERATING L.P,
                        ENTERPRISE PRODUCTS PARTNERS L.P.

               FORM OF UNDERWRITING AGREEMENT FOR DEBT SECURITIES


[Name and address of Underwriters]

Ladies and Gentlemen:

                  Enterprise Products Operating L.P., a Delaware limited
partnership (the "Operating Partnership"), and Enterprise Products Partners
L.P., a Delaware limited partnership (the "Partnership"), propose to issue and
sell to the several Underwriters named in Schedule 1 hereto (the "Underwriters")
_______ principal amount of ______ notes due ___ to be fully and unconditionally
guaranteed on an unsubordinated, unsecured basis by the Partnership (the "Debt
Securities"). The Debt Securities are to be issued under an Indenture dated as
of March 15, 2000, among the Operating Partnership, the Partnership and Wachovia
Bank, National Association, as successor to First Union National Bank, as
trustee (the "Trustee"), as amended by the ___ Supplemental Indenture (the
"Supplemental Indenture") among the Operating Partnership, the Partnership and
the Trustee (the "Indenture"). Capitalized terms used but not defined herein
shall have the same meanings given them in the Partnership Agreement (as defined
herein).

                  This is to confirm the agreement among Enterprise Products GP,
LLC, a Delaware limited liability company (the "General Partner"), the
Partnership and the Operating Partnership (collectively, the "Enterprise
Parties") and the Underwriters concerning the purchase of the Debt Securities
from the Operating Partnership by the Underwriters.

         1. Representations, Warranties and Agreements of the Enterprise
Parties. Each of the Enterprise Parties represents and warrants to, and agrees
with, each Underwriter that:

                  (a) Definitions. The Operating Partnership and the Partnership
have filed with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 (file number 333-102778), including a
prospectus, relating to the Debt Securities and has filed with, or transmitted
for filing to; or shall promptly hereafter file with or transmit for filing to,
the Commission a prospectus supplement (the "Prospectus Supplement")
specifically relating to the Debt Securities pursuant to Rule 424 under the
Securities Act of 1933, as amended (the "Securities Act"). The registration
statement as amended at the date of the Underwriting Agreement, including
information, if any, deemed to be part of the registration statement at the time
of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter
referred to as the "Registration Statement" The term "Basic Prospectus" means
the prospectus included in the Registration Statement. The term "Prospectus"
means the Basic Prospectus together with the Prospectus Supplement The term
"Preliminary Prospectus" means a preliminary prospectus supplement specifically
relating to the Debt Securities, together with the Basic Prospectus. As used
herein, the terms "Registration Statement," "Basic Prospectus," "Prospectus" and
"Preliminary Prospectus" shall include in each case the documents, if any,
incorporated by reference therein. The terms "supplement," "amendment" and
"amend" as used herein shall



include the filing of all documents deemed to he incorporated by reference in
the Prospectus that are filed subsequent to the date of the Underwriting
Agreement by the Operating Partnership with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the
Operating Partnership has filed an abbreviated registration statement to
register additional Debt Securities pursuant to Rule 462(b) under the Securities
Act (the "Rule 462(b) Registration Statement"), then any reference herein to the
term "Registration Statement" shall be deemed to include such Rule 462(b)
Registration Statement. For purposes of this Agreement, "Effective Time" means
the date and time the Registration Statement became effective.

                  (b) Effectiveness. The Registration Statement has become
effective under the Securities Act; no stop order suspending the effectiveness
of the Registration Statement is in effect, and no proceedings for such purpose
are pending before or, to the best knowledge of the Partnership or the Operating
Partnership, threatened by the Commission.

                  (c) No Material Misstatements or Omissions. The Registration
Statement conforms, and any further amendments or supplements to the
Registration Statement will, when they become effective, conform in all material
respects to the requirements of the Securities Act and the rules and regulations
of the Commission thereunder (the "Rules and Regulations") and do not and will
not, as of the applicable effective date, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Prospectus and any
supplement or amendment thereto when filed with the Commission under Rule 424(b)
will conform in all material respects to the requirements of the Securities Act
and the Rules and Regulations, and do not or will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. Each forward-looking statement (within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) made by the Partnership in such documents, including (but not limited to)
any statements with respect to future available cash or future cash
distributions of the Partnership or the anticipated ratio of taxable income to
distributions, was made or will be made with a reasonable basis and in good
faith. Notwithstanding the foregoing, no representation or warranty is made as
to information contained in or omitted from the Registration Statement or the
Prospectus in reliance upon and in conformity with written information furnished
to the Partnership by or on behalf of any Underwriter specifically for inclusion
therein. The Incorporated Documents heretofore filed with the Commission, when
they were filed, conformed in all material respects to the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder and did
not, as of the time each such document was filed, contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. Any further
Incorporated Documents so filed will, when they are filed, conform in all
material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder and will not, as of the time each such
document is filed, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading.

                  (d) Formation and Qualification. Each of the General Partner,
the Partnership, the Operating Partnership and each of their respective
subsidiaries listed on


                                      -2-


Schedule 2 hereto (the "Subsidiaries") has been duly formed and are validly
existing and in good standing under the laws of their respective jurisdictions
of formation, are duly qualified to do business and are in good standing as
foreign corporations, limited liability companies or partnerships, as the case
may be, in each jurisdiction in which their respective ownership or lease of
property or the conduct of their respective businesses requires such
qualification, and have all corporate, limited liability company or partnership
power, as the case may be, and authority necessary to own or hold their
respective properties and to conduct the businesses in which they are engaged
and, in the case of the General Partner, to act as general partner of the
Partnership and the Operating Partnership, except where the failure to so
qualify or have such power or authority would not, singly or in the aggregate,
have a material adverse effect on the condition (financial or otherwise),
results of operations, business or prospects of the Partnership and its
Subsidiaries taken as a whole or the Operating Partnership and its Subsidiaries
taken as a whole (a "Material Adverse Effect").

                  (e) Ownership of General Partner. EPC Partners II, Inc. owns
___% of the issued and outstanding membership interests in the General Partner;
Dan Duncan LLC owns ___% of the issued and outstanding membership interests in
the General Partner; and Shell US Gas & Power LLC, a Delaware limited liability
company and an affiliate of Shell Oil Company, owns ___% of the issued and
outstanding membership interests in the General Partner; such membership
interests have been duly authorized and validly issued in accordance with the
limited liability company agreement of the General Partner; and each of EPC
Partners II, Inc. and Dan Duncan LLC owns such membership interests free and
clear of all liens, encumbrances, security interests, equities, charges or
claims, in each case other than liens in favor of Enterprise Products Company's
lenders.

                  (f) Ownership of General Partner Interest in the Partnership.
The General Partner is the sole general partner of the Partnership with a 1.0%
general partner interest in the Partnership (including the right to receive
Incentive Distributions (as defined in the Partnership Agreement)); such general
partner interest has been duly authorized and validly issued in accordance with
the Amended and Restated Agreement of Limited Partnership of the Partnership, as
amended to date (as the same may be amended and restated at the Closing Date,
the "Partnership Agreement"); and the General Partner owns such general partner
interest free and clear of all liens, encumbrances, security interests,
equities, charges or claims.

                  (g) Ownership of Operating Partnership. The General Partner is
the sole general partner of the Operating Partnership with a 1.0101% general
partner interest in the Operating Partnership; such general partner interest has
been duly authorized and validly issued in accordance with the Amended and
Restated Agreement of Limited Partnership of the Partnership, as amended to date
(as the same may be amended and restated at the Closing Date, the "Operating
Partnership Agreement"); and the General Partner owns such general partner
interest free and clear of all liens, encumbrances, security interests,
equities, charges or claims. The Partnership is the sole limited partner of the
Operating Partnership with a 98.9899% limited partner interest in the Operating
Partnership; such limited partner interest has been duly authorized and validly
issued in accordance with the Operating Partnership Agreement and is fully paid
(to the extent required under the Operating Partnership Agreement) and
non-assessable (except as such non-assessability may be affected by Section
17-607 of the Delaware Revised Uniform Limited Partnership Act (the "Delaware LP
Act") and as otherwise described in the


                                      -3-


Prospectus); and the Partnership owns such limited partner interest free and
clear of all liens, encumbrances, security interests, equities, charges or
claims.

                  (h) No Preemptive Rights, Registration Rights or Options.
Except as described in the Prospectus or for rights that have been waived, there
are no preemptive rights or other rights to subscribe for or to purchase, nor
any restriction upon the voting or transfer of, any partnership or membership
interests or capital stock in the Partnership Entities, in each case pursuant to
the organizational documents or any agreement or other instrument to which any
Partnership Entity is a party or by which any of them may be bound. Neither the
filing of the Registration Statement nor the offering or sale of the Debt
Securities as contemplated by this Agreement gives rise to any rights for or
relating to the registration of any Debt Securities or other securities of the
Partnership or any of its Subsidiaries, other than as provided in the Prospectus
and the Partnership Agreement or as have been waived. Except for options granted
pursuant to employee benefits plans, qualified unit option plans or other
employee compensation plans, there are no outstanding options or warrants to
purchase any partnership or membership interests or capital stock in any
Partnership Entity. Each of the Enterprise Parties has all requisite right,
power and authority to execute and deliver this Agreement and to perform its
respective obligations hereunder. The Partnership has all requisite power and
authority to issue, sell and deliver the Debt Securities in accordance with and
upon the terms and conditions set forth in this Agreement, the Partnership
Agreement, the Registration Statement and Prospectus. All action required to be
taken by the Enterprise Parties or any of their partners or members for the due
and proper authorization, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has been duly and validly
taken.

                  (i) Ownership of Subsidiaries. All of the outstanding shares
of capital stock, partnership interests or membership interests, as the case may
be, of each Subsidiary have been duly and validly authorized and issued, and are
fully paid and non-assessable (except as such non-assessability may be affected
by Section 17-607 of the Delaware LP Act, in the case of partnership interests,
or Section 18-607 of the Delaware Limited Liability Company Act (the "Delaware
LLC Act"), in the case of membership interests, and except as otherwise
disclosed in the Prospectus), except that, for each Subsidiary of which the
Operating Partnership and/or the Partnership owns 50% or less of the outstanding
capital stock, partnership interests or membership interests, as the case may
be, such representation and warranty is limited to the ownership interest set
forth on Schedule 2 hereto. The Partnership and/or the Operating Partnership, as
the case may be, owns the shares of capital stock, partnership interests or
membership interests in each Subsidiary as set forth on Schedule 2 hereto free
and clear of any lien, charge, encumbrance (other than contractual restrictions
on transfer), security interest, restriction upon voting or any other claim of
any third party. None of the Enterprise Parties has any subsidiaries other than
as set forth on Schedule 2 hereto that, individually or in the aggregate, would
be deemed to be a "significant subsidiary" as such term is defined in Rule 405
of the Act.

                  (j) Due Authorization of Agreement. This Agreement has been
duly authorized and validly executed and delivered by each of the Enterprise
Parties.

                  (k) Partnership Agreement. The Partnership Agreement has been
duly authorized, executed and delivered by the General Partner and is a valid
and legally binding


                                      -4-

agreement of the General Partner, enforceable against the General Partner in
accordance with its terms; the Operating Partnership Agreement has been duly
authorized, executed and delivered by the General Partner and the Partnership
and is a valid and legally binding agreement of the General Partner and the
Partnership in accordance with its terms; provided that, with respect to each
such agreement, the enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

                  (l) Enforceability of Indenture. The execution and delivery
of, and the performance by the Partnership and the Operating Partnership of
their respective obligations under, the Indenture have been duly and validly
authorized by each of the Partnership and the Operating Partnership, and the
Indenture, assuming due authorization, execution and delivery thereof by the
Trustee, when executed and delivered by the Partnership and the Operating
Partnership, will constitute the valid and legally binding agreement of the
Partnership and the Operating Partnership, enforceable against the Partnership
and the Operating Partnership in accordance with its terms; the Debt Securities
have been duly authorized for issuance and sale to the Underwriters, and, when
executed by the Partnership and the Operating Partnership and authenticated by
the Trustee in accordance with the provisions of the Indenture and delivered to
and paid for by the Underwriters, will have been duly executed and delivered by
each of the Operating Partnership and the Partnership and will constitute the
valid and legally binding obligations of the Operating Partnership and the
Partnership entitled to the benefits of the Indenture; provided that the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting
creditors' rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and except as rights to indemnity and contribution hereunder may be limited by
federal or state securities laws.

                  (m) No Conflicts. None of the offering, issuance and sale by
the Operating Partnership and the Partnership of the Debt Securities, the
execution, delivery and performance of this Agreement or the Indenture by the
Enterprise Parties which are parties thereto (i) conflicts or will conflict with
or constitutes or will constitute a violation of the agreement of limited
partnership, limited liability company agreement, certificate or articles of
incorporation or bylaws or other organizational documents of any of the
Partnership Entities, (ii) conflicts or will conflict with or constitutes or
will constitute a breach or violation of, or a default (or an event that, with
notice or lapse of time or both, would constitute such a default) under, any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which any of the Partnership Entities is a party or by which any
of them or any of their respective properties may be bound, (iii) violates or
will violate any statute, law or regulation or any order, judgment, decree or
injunction of any court, arbitrator or governmental agency or body having
jurisdiction over any of the Partnership Entities or any of their properties or
assets or (iv) results or will result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of any of the Partnership
Entities, which conflicts, breaches, violations, defaults or liens, in the case
of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a
Material Adverse Effect.


                                      -5-


                  (n) No Consents. No permit, consent, approval, authorization,
order, registration, filing or qualification ("consent") of or with any court,
governmental agency or body having jurisdiction over the Partnership Entities or
any of their respective properties is required in connection with the offering,
issuance and sale by the Operating Partnership and the Partnership of the Debt
Securities in the manner contemplated herein and in the Prospectus, the
execution, delivery and performance of this Agreement and the Indenture by the
Enterprise Parties which are parties thereto, except (i) for such consents as
will be obtained under the Act and the Trust Indenture Act and as may be
required under the Exchange Act and state securities or "Blue Sky" laws and (ii)
for such consents that have been, or prior to the Closing Date will be,
obtained.

                  (o) No Default. None of the Partnership Entities is (i) in
violation of its certificate or agreement of limited partnership, limited
liability company agreement, certificate or articles of incorporation or bylaws
or other organizational documents, (ii) in violation of any law, statute,
ordinance, administrative or governmental rule or regulation applicable to it or
of any order, judgment, decree or injunction of any court or governmental agency
or body having jurisdiction over it or has failed to obtain any license, permit,
certificate, franchise or other governmental authorization or permit necessary
to the ownership of its property or to the conduct of its business, or (iii) in
breach, default (and no event that, with notice or lapse of time or both, would
constitute such a default has occurred or is continuing) or violation in the
performance of any obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in any agreement,
indenture, lease or other instrument to which it is a party or by which it or
any of its properties may be bound, which breach, default or violation, in the
case of clause (ii) or (iii), would, if continued, have a Material Adverse
Effect, or could materially impair the ability of any of the Partnership
Entities to perform their obligations under this Agreement or the Indenture.

                  (p) Independent Public Accountants. The accountants, Deloitte
& Touche LLP, who have certified or shall certify the audited financial
statements included in the Registration Statement, any Preliminary Prospectus
and the Prospectus (or any amendment or supplement thereto) are independent
certified public accountants with respect to the General Partner, the
Partnership, the Operating Partnership and their respective subsidiaries as
required by the Securities Act and the Rules and Regulations.

                  (q) Financial Statements. The historical financial statements
(including the related notes and supporting schedules) contained or incorporated
by reference in the Registration Statement and the Prospectus (and any amendment
or supplement thereto) comply in all material respects with the applicable
requirements under the Securities Act and the Exchange Act (except that certain
supporting schedules are omitted); such financial statements have been prepared
in accordance with generally accepted accounting principles consistently applied
throughout the periods covered thereby and fairly present the financial position
of the entities purported to be covered thereby at the respective dates
indicated and the results of their operations and their cash flows for the
respective periods indicated; and the financial information contained or
incorporated by reference in the Registration Statement and the Prospectus (and
any amendment or supplement thereto) under the heading "Summary Historical and
Pro Forma Financial and Operating Data" are derived from the accounting records
of the Partnership and its subsidiaries and fairly present the information
purported to be shown thereby. The pro forma


                                      -6-

financial information, if any, contained or incorporated by reference in the
Registration Statement and the Prospectus has been prepared on a basis
consistent with the historical financial statements contained or incorporated by
reference in the Prospectus (except for the pro forma adjustments specified
therein), includes all material adjustments to the historical financial
information required by Rule 11-02 of Regulation S-X under the Securities Act
and the Exchange Act to reflect the transactions described in the Prospectus,
gives effect to assumptions made on a reasonable basis and fairly presents the
transactions described in the Prospectus. The other historical financial and
statistical information and data included or incorporated by reference in the
Prospectus are, in all material respects, fairly presented.

                  (r) No Distribution of Other Offering Materials. None of the
Partnership Entities has distributed or, prior to the completion of the
distribution of the Debt Securities, will distribute, any prospectus (as defined
under the Securities Act) in connection with the offering and sale of the Debt
Securities other than the Registration Statement, any Preliminary Prospectus,
the Prospectus or other materials, if any, permitted by the Securities Act,
including Rule 134 of the Rules and Regulations.

                  (s) Conformity to Description of Debt Securities. The Debt
Securities, when issued and delivered against payment therefor as provided
herein, will conform in all material respects to the descriptions thereof
contained in the Prospectus.

                  (t) Certain Transactions. Except as disclosed in the
Registration Statement and the Prospectus (or any amendment or supplement
thereto), subsequent to the respective dates as of which such information is
given in the Registration Statement and the Prospectus (or any amendment or
supplement thereto), (i) none of the Partnership Entities has incurred any
liability or obligation, indirect, direct or contingent, or entered into any
transactions, not in the ordinary course of business, that, individually or in
the aggregate, is material to the Partnership Entities, taken as a whole, or
(ii) there has not been any material change in the capitalization or material
increase in the long-term debt of the Partnership Entities or any dividend or
distribution of any kind declared, paid or made by the Partnership on any class
of its partnership interests.

                  (u) No Omitted Descriptions. There are no legal or
governmental proceedings pending or, to the knowledge of the Enterprise Parties,
threatened or contemplated, against any of the Partnership Entities, or to which
any of the Partnership Entities is a party, or to which any of their respective
properties or assets is subject, that are required to be described in the
Registration Statement or the Prospectus but are not described as required, and
there are no agreements, contracts, indentures, leases or other instruments that
are required to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement that are not described
or filed as required by the Securities Act or the Rules and Regulations.

                  (v) Title to Properties. Each Partnership Entity has (i) good
and indefeasible title to all its interests in its properties that are material
to the operations of the Partnership Entities, taken as a whole, and (ii) good
and marketable title in fee simple to, or valid rights to lease or otherwise
use, all items of other real and personal property which are material to the
business of the Partnership Entities, in each case free and clear of all liens,
encumbrances, claims and defects and imperfections of title except such as (1)
do not materially affect the value of such


                                      -7-

property and do not materially interfere with the use made and proposed to be
made of such property by the Partnership Entities, (2) could not reasonably be
expected to have a Material Adverse Effect or (3) are described, and subject to
the limitations contained, in the Prospectus.

                  (w) Right-of-Way. Each of the Partnership Entities has such
consents, easements, rights-of-way or licenses from any person ("rights-of-way")
as are necessary to conduct its business in the manner described in the
Prospectus, subject to such qualifications as may be set forth in the Prospectus
and except for such rights-of-way the failure of which to have obtained would
not have, individually or in the aggregate, a Material Adverse Effect; each of
the Partnership Entities has fulfilled and performed all its material
obligations with respect to such rights-of-way and no event has occurred which
allows, or after notice or lapse of time would allow, revocation or termination
thereof or would result in any impairment of the rights of the holder of any
such rights-of-way, except for such revocations, terminations and impairments
that will not have a Material Adverse Effect, subject in each case to such
qualification as may be set forth in the Prospectus; and, except as described in
the Prospectus, none of such rights-of-way contains any restriction that is
materially burdensome to the Partnership Entities, taken as a whole.

                  (x) Permits. Each of the Partnership Entities has such
material permits, consents, licenses, franchises, certificates and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own or lease its properties and to conduct its business in the
manner described in the Prospectus, subject to such qualifications as may be set
forth in the Prospectus and except for such permits that, if not obtained, would
not have, individually or in the aggregate, a Material Adverse Effect; each of
the Partnership Entities has fulfilled and performed all its material
obligations with respect to such permits in the manner described, and subject to
the limitations contained in the Prospectus, and no event has occurred that
would prevent the permits from being renewed or reissued or that allows, or
after notice or lapse of time would allow, revocation or termination thereof or
results or would result in any impairment of the rights of the holder of any
such permit, except for such non-renewals, non-issues, revocations, terminations
and impairments that would not, individually or in the aggregate, have a
Material Adverse Effect. None of the Partnership Entities has received
notification of any revocation or modification of any such permit or has any
reason to believe that any such permit will not be renewed in the ordinary
course.

                  (y) Books and Records. Each of the Partnership and the
Operating Partnership (i) makes and keeps books, records and accounts that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets and (ii) maintains systems of internal accounting
controls sufficient to provide reasonable assurances that (A) transactions are
executed in accordance with management's general or specific authorization; (B)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (C) access to assets is permitted only in
accordance with management's general or specific authorization; and (D) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

                  (z) Related Party Transactions. No relationship, direct or
indirect, exists between or among the Partnership Entities on the one hand, and
the directors, officers, partners,


                                      -8-

customers or suppliers of the General Partner and its Affiliates (other than the
Partnership Entities) on the other hand, which is required to be described in
the Prospectus which is not so described.

                  (aa) Environmental Compliance. There has been no storage,
generation, transportation, handling, treatment, disposal or discharge of any
kind of toxic or other wastes or other hazardous substances by any of the
Partnership Entities (or, to the knowledge of the Enterprise Parties, any other
entity (including any predecessor) for whose acts or omissions any of the
Partnership Entities is or could reasonably be expected to be liable) at, upon
or from any of the property now or previously owned or leased by any of the
Partnership Entities or upon any other property, in violation of any statute or
any ordinance, rule, regulation, order, judgment, decree or permit or which
would, under any statute or any ordinance, rule (including rule of common law),
regulation, order, judgment, decree or permit, give rise to any liability,
except for any violation or liability that could not reasonably be expected to
have, individually or in the aggregate with all such violations and liabilities,
a Material Adverse Effect; and there has been no disposal, discharge, emission
or other release of any kind onto such property or into the environment
surrounding such property of any toxic or other wastes or other hazardous
substances with respect to which any of the Enterprise Parties has knowledge,
except for any such disposal, discharge, emission or other release of any kind
which could not reasonably be expected to have, individually or in the aggregate
with all such discharges and other releases, a Material Adverse Effect.

                  (bb) Insurance. The Partnership Entities maintain insurance
covering their properties, operations, personnel and businesses against such
losses and risks as are reasonably adequate to protect them and their businesses
in a manner consistent with other businesses similarly situated. Except as
disclosed in the Prospectus, none of the Partnership Entities has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other expenditures will have to be made in order to continue
such insurance; all such insurance is outstanding and duly in force on the date
hereof and will be outstanding and duly in force on the Closing Date.

                  (cc) Litigation. There are no legal or governmental
proceedings pending to which any Partnership Entity is a party or of which any
property or assets of any Partnership Entity is the subject that, individually
or in the aggregate, if determined adversely to such Partnership Entity, could
reasonably be expected to have a Material Adverse Effect; and to the knowledge
of the Enterprise Parties, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

                  (dd) No Labor Dispute. Except as disclosed in the Prospectus,
no labor dispute with the employees of the Partnership Entities that are engaged
in the business of the Partnership exists or, to the knowledge of the Enterprise
Parties, is imminent or threatened that is reasonably likely to result in a
Material Adverse Effect.

                  (ee) Intellectual Property. Each Partnership Entity owns or
possesses adequate rights to use all material patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark
registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential


                                      -9-


information, systems or procedures) necessary for the conduct of their
respective businesses; and the conduct of their respective businesses will not
conflict in any material respect with, and no Partnership Entity has received
any notice of any claim of conflict with, any such rights of others.

                  (ff) Investment Company/Public Utility Holding Company. None
of the Partnership Entities is now, or after sale of the Debt Securities to be
sold by the Partnership hereunder and application of the net proceeds from such
sale as described in the Prospectus under the caption "Use of Proceeds" will be,
(i) an "investment company" or a company "controlled by" an "investment company"
within the meaning of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), or (ii) a "holding company" or a "subsidiary company"
or "affiliate" of a "holding company" under the Public Utility Holding Company
Act of 1935, as amended.

                  (gg) Absence of Certain Actions. No action has been taken and
no statute, rule, regulation or order has been enacted, adopted or issued by any
governmental agency or body which prevents the issuance or sale of the Debt
Securities in any jurisdiction; no injunction, restraining order or order of any
nature by any federal or state court of competent jurisdiction has been issued
with respect to any Partnership Entity which would prevent or suspend the
issuance or sale of the Debt Securities or the use of the Preliminary Prospectus
or the Prospectus in any jurisdiction; no action, suit or proceeding is pending
against or, to the knowledge of the Enterprise Parties, threatened against or
affecting any Partnership Entity before any court or arbitrator or any
governmental agency, body or official, domestic or foreign, which could
reasonably be expected to interfere with or adversely affect the issuance of the
Debt Securities or in any manner draw into question the validity or
enforceability of this Agreement or any action taken or to be taken pursuant
hereto; and the Partnership has complied with any and all requests by any
securities authority in any jurisdiction for additional information to be
included in the Preliminary Prospectus and the Prospectus.

                  (hh) Form S-3. The conditions for the use of Form S-3, as set
forth in the General Instructions thereto, have been satisfied.

         2. Purchase of the Debt Securities.

                  (a) On the basis of the representations, warranties and
agreements contained herein, and subject to the terms and conditions set forth
herein and in the Underwriting Agreement, the Operating Partnership agrees to
issue and sell to each of the Underwriters, severally and not jointly, and each
of the Underwriters, severally and not jointly, agrees to purchase from the
Operating Partnership, the principal amount of Debt Securities set forth
opposite the name of such Underwriter on Schedule 1 hereto at a purchase price
of ____% of the principal amount thereof, plus accrued interest from _____,
200_ to the Closing Date.

                  (b) The Operating Partnership shall not be obligated to
deliver any of the Debt Securities except upon payment for all of the Debt
Securities to be purchased as provided herein. Each of the Partnership and the
Operating Partnership acknowledges and agrees that the Underwriters may sell
Debt Securities to any affiliate of an Underwriter and that any such affiliate
may sell Debt Securities purchased by it to an Underwriter.


                                      -10-


         3. Offering of Debt Securities by the Underwriters. Upon authorization
by the Underwriters of the release of the Debt Securities, the several
Underwriters propose to offer the Debt Securities for sale upon the terms and
conditions set forth in the Prospectus.

         4. Delivery of and Payment for the Debt Securities. Delivery of and
payment for the Debt Securities shall be made at 10:00 A.M., New York City time,
on _______, or at such time on such later date as the Underwriters shall
designate, which date and time may be postponed by agreement between the
Underwriters and the Operating Partnership and the Partnership (such date and
time of delivery and payment for the Debt Securities being herein called the
"Closing Date"). Delivery of the Debt Securities shall be made to the
Underwriters against payment by the Underwriters of the purchase price thereof
to or upon the order of the Operating Partnership and the Partnership by wire
transfer payable in same-day funds to the account specified by the Operating
Partnership or the Partnership. Delivery of the Debt Securities shall be made
through the facilities of The Depository Trust Company ("DTC") pursuant to its
Full-Fast Delivery Program unless the Underwriters shall otherwise instruct, and
shall be represented by one or more global certificates.

         5. Further Agreements of the Partnership and the Operating Partnership.
Each of the Partnership and the Operating Partnership agrees with each of the
several Underwriters:

                  (a) Preparation of Prospectus and Registration Statement. (i)
To prepare the Prospectus in a form approved by the Underwriters and to file
such Prospectus pursuant to Rule 424(b) under the Securities Act not later than
Commission's close of business on the second business day following the
execution and delivery of this Agreement or, if applicable, such earlier time as
may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no
further amendment or any supplement to the Registration Statement or to the
Prospectus except as permitted herein; (iii) to advise the Underwriters,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish the
Underwriters with copies thereof; (iv) to advise the Underwriters promptly after
it receives notice thereof of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus, of the suspension of the qualification of the Debt Securities
for offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for
additional information; and (v) in the event of the issuance of any stop order
or of any order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal.

                  (b) Signed Copies of Registration Statements. To furnish
promptly to each of the Underwriters and to counsel for the Underwriters a
signed copy of the Registration Statement as originally filed with the
Commission, and each amendment thereto filed with the Commission, including all
consents and exhibits filed therewith.

                  (c) Exchange Act Reports. To file promptly all reports and any
definitive proxy or information statements required to be filed by the
Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act ("Exchange Act Reports")


                                      -11-


subsequent to the date of the Prospectus and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the Debt
Securities.

                  (d) Copies of Documents to Underwriters. To deliver promptly
to the Underwriters such number of the following documents as the Underwriters
shall reasonably request: (i) conformed copies of the Registration Statement as
originally filed with the Commission and each amendment thereto (in each case
excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any
amended or supplemented Prospectus; and, if the delivery of a prospectus is
required at any time after the Effective Time in connection with the offering or
sale of the Debt Securities or any other securities relating thereto and if at
such time any events shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in order
to comply with the Securities Act or the Exchange Act or with a request from the
Commission, to notify the Underwriters immediately thereof and to promptly
prepare and, subject to Section 5(e) hereof, file with the Commission an amended
Prospectus or supplement to the Prospectus which will correct such statement or
omission or effect such compliance.

                  (e) Filing of Amendment or Supplement. To file promptly with
the Commission any amendment to the Registration Statement or the Prospectus or
any supplement to the Prospectus that may, in the judgment of the Partnership or
the Underwriters, be required by the Securities Act or the Exchange Act or
requested by the Commission. Prior to filing with the Commission any amendment
to the Registration Statement or supplement to the Prospectus, any document
incorporated by reference in the Prospectus or any Prospectus pursuant to Rule
424 of the Rules and Regulations, to furnish a copy thereof to the Underwriters
and counsel for the Underwriters and not to file any such document to which the
Underwriters shall reasonably object after having been given reasonable notice
of the proposed filing thereof unless the Partnership is required by law to make
such filing.

                  (f) Reports to Security Holders. As soon as practicable after
the Effective Date, to make generally available to the Partnership's security
holders an earnings statement of the Partnership and its Subsidiaries (which
need not be audited) complying with Section 11(a) of the Securities Act and the
Rules and Regulations (including, at the option of the Partnership, Rule 158).

                  (g) Copies of Reports. For a period of two years following the
Effective Date, to furnish to the Underwriters copies of all materials furnished
by the Partnership to its security holders and all reports and financial
statements furnished by the Partnership to the principal national securities
exchange upon which the Debt Securities may be listed pursuant to requirements
of or agreements with such exchange or to the Commission pursuant to the
Exchange Act or any rule or regulation of the Commission thereunder.

                  (h) Blue Sky Laws. Promptly to take from time to time such
actions as the Underwriters may reasonably request to qualify the Debt
Securities for offering and sale under


                                      -12-


the securities or Blue Sky laws of such jurisdictions as the Underwriters may
designate and to continue such qualifications in effect for so long as required
for the resale of the Debt Securities; and to arrange for the determination of
the eligibility for investment of the Debt Securities under the laws of such
jurisdictions as the Underwriters may reasonably request; provided that no
Partnership Entity shall be obligated to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified or to file a general consent to
service of process in any jurisdiction.

                  (i) Application of Proceeds. To apply the net proceeds from
the sale of the Debt Securities as set forth in the Prospectus.

                  (j) Investment Company. To take such steps as shall be
necessary to ensure that no Partnership Entity shall become an "investment
company" as defined in the Investment Company Act.

                  (k) The Enterprise Parties will not, without the prior consent
of the Underwriters, for a period 30 days from the date of the Prospectus,
offer, sell or contract to sell, pledge or otherwise dispose of (or enter into
any transaction which is designed to, or might reasonably be expected to, result
in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by any of the Enterprise
Parties or any person in privity with the Enterprise Parties), directly or
indirectly, or announce the offering of any debt securities registered under the
Act or eligible for trading pursuant to Rule 144A issued or guaranteed by the
Enterprise Parties (other than the Debt Securities).

                  (l) Neither the Operating Partnership nor the Partnership will
take, directly or indirectly, any action designed to or which has constituted or
which might reasonably be expected to cause or result, under the Exchange Act or
otherwise, in stabilization or manipulation of the price of any security of the
Partnership to facilitate the sale or resale of the Debt Securities.

         6. Expenses. The Partnership agrees to pay (a) the costs incident to
the authorization, issuance, sale and delivery of the Debt Securities and any
taxes payable in that connection; (b) the costs incident to the preparation,
printing and filing under the Securities Act of the Registration Statement and
any amendments and exhibits thereto; (c) the costs of printing and distributing
the Registration Statement as originally filed and each amendment thereto and
any post-effective amendments thereof (including, in each case, exhibits), each
Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus, all as provided in this Agreement; (d) the costs of producing and
distributing this Agreement, any underwriting and selling group documents and
any other related documents in connection with the offering, purchase, sale and
delivery of the Debt Securities; (e) the filing fees incident to securing the
review, if applicable, by the National Association of Securities Dealers, Inc.
of the terms of sale of the Debt Securities; (f) any applicable listing or other
similar fees; (g) the fees and expenses of preparing, printing and distributing
a Blue Sky Memorandum (including related fees and expenses of counsel to the
Underwriters); (h) the cost of printing certificates representing the Debt
Securities; (i) the costs and charges of any transfer agent or registrar; (j)
the costs and expenses of the Partnership relating to investor presentations on
any "road show" undertaken in connection with the marketing of the offering of
the Debt Securities, including, without limitation, expenses associated with the
production of road show slides and graphics, fees and


                                      -13-


expenses of any consultants engaged in connection with the road show
presentations with the prior approval of the Partnership, travel and lodging
expenses of the representatives and officers of the Partnership and any such
consultants; and (k) all other costs and expenses incident to the performance of
the obligations of the Partnership under this Agreement; provided that, except
as provided in this Section 6 and in Section 11 hereof, the Underwriters shall
pay their own costs and expenses, including the costs and expenses of their
counsel, any transfer taxes on the Debt Securities which they may sell and the
expenses of advertising any offering of the Debt Securities made by the
Underwriters.

         7. Conditions of Underwriters' Obligations. The respective obligations
of the several Underwriters hereunder are subject to the accuracy, on and as of
the date of the Underwriting Agreement and the Closing Date, of the
representations and warranties of the Partnership and the Operating Partnership
contained herein, to the accuracy of the statements of the Partnership and the
Operating Partnership and the officers of their general partner made in any
certificates delivered pursuant hereto, to the performance by each of the
Partnership and the Operating Partnership of its obligations hereunder, and to
each of the following additional terms and conditions:

                  (a) The Prospectus shall have been timely filed with the
Commission in accordance with Section 5(a); no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion of
additional information in the Registration Statement or the Prospectus or
otherwise shall have been complied with to the reasonable satisfaction of the
Underwriters.

                  (b) None of the Underwriters shall have discovered and
disclosed to the Partnership on or prior to the Closing Date that the Prospectus
or any amendment or supplement thereto contains an untrue statement of a fact
which, in the opinion of counsel for the Underwriters, is material or omits to
state any fact which, in the opinion of such counsel, is material and is
required to be stated therein or is necessary to make the statements therein not
misleading.

                  (c) All corporate, partnership and limited liability company
proceedings and other legal matters incident to the authorization, form and
validity of this Agreement, the Registration Statement and the Prospectus, and
all other legal matters relating to this Agreement and the transactions
contemplated hereby shall be reasonably satisfactory in all material respects to
counsel for the Underwriters, and the Partnership shall have furnished to such
counsel all documents and information that they or their counsel may reasonably
request to enable them to pass upon such matters.

                  (d) Vinson & Elkins L.L.P. shall have furnished to the
Underwriters their written opinion, as counsel for the Operating Partnership and
the Partnership, addressed to the Underwriters and dated the Closing Date, in
form and substance satisfactory to the Underwriters, substantially to the effect
set forth in Annex A to this Agreement.

                  (e) Richard H. Bachmann, Esq., shall have furnished to the
Underwriters his written opinion, as Chief Legal Officer of the Partnership,
addressed to the Underwriters and


                                      -14-


dated the Closing Date, in form and substance reasonably satisfactory to the
Underwriters, substantially to the effect set forth in Annex B hereto.

                  (f) The Underwriters shall have received from _______, counsel
for the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to such matters as the Underwriters may reasonably require, and the
Partnership shall have furnished to such counsel such documents and information
as they may reasonably request for the purpose of enabling them to pass upon
such matters.

                  (g) At the time of execution of this Agreement, the
Underwriters shall have received from Deloitte & Touche LLP a letter or letters,
in form and substance satisfactory to the Underwriters, addressed to the
Underwriters and dated the date hereof (i) confirming that they are independent
public accountants within the meaning of the Securities Act and are in
compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii)
stating, as of the date hereof (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five days
prior to the date hereof), the conclusions and findings of such firm with
respect to the financial information and other matters ordinarily covered by
accountants' "comfort letters" to underwriters in connection with registered
public offerings.

                  (h) With respect to the letter of Deloitte & Touche LLP
referred to in the preceding paragraph and delivered to the Underwriters
concurrently with the execution of this Agreement (the "initial letters"), the
Operating Partnership and the Partnership shall have furnished to the
Underwriters a letter (the "bring-down letter") of such accountants, addressed
to the Underwriters and dated the Closing Date (i) confirming that they are
independent public accountants within the meaning of the Securities Act and are
in compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating,
as of the date of the bring-down letter (or, with respect to matters involving
changes or developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not more than
five days prior to the date of the bring-down letter), the conclusions and
findings of such firm with respect to the financial information and other
matters covered by the initial letters and (iii) confirming in all material
respects the conclusions and findings set forth in the initial letters.

                  (i) The Operating Partnership and the Partnership shall have
furnished to the Underwriters a certificate, dated the Closing Date, of the
chief executive officer and the chief financial officer of its general partner
stating that (A) such officers have carefully examined the Registration
Statement and the Prospectus, (B) in their opinion, the Registration Statement,
including the documents incorporated therein by reference, as of the Effective
Time, did not include any untrue statement of a material fact and did not omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, and the Prospectus, including the
Incorporated Documents, as of the date of the Prospectus and as of the Closing
Date, did not and does not include any untrue statement of a material fact and
did not and does not omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and (C) as of the Closing Date, the representations and
warranties of the Enterprise Parties in this Agreement are


                                      -15-


true and correct, the Enterprise Parties have complied with all their agreements
contained herein and satisfied all conditions on their part to be performed or
satisfied hereunder on or prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to the best of such
officer's knowledge, are contemplated by the Commission, and subsequent to the
date of the most recent financial statements contained in the Prospectus, there
has been no material adverse change in the financial position or results of
operations of the Partnership Entities, taken as a whole, or any change, or any
development involving a prospective material adverse change, in or affecting the
condition (financial or otherwise), results of operations or business of the
Partnership Entities, taken as a whole, except as set forth in the Prospectus.

                  (j) If any event shall have occurred on or prior to the
Closing Date that requires the Operating Partnership under Section 5(e) to
prepare an amendment or supplement to the Prospectus, such amendment or
supplement shall have been prepared, the Underwriters shall have been given a
reasonable opportunity to comment thereon as provided in Section 5(e) hereof,
and copies thereof shall have been delivered to the Underwriters reasonably in
advance of the Closing Date.

                  (k) None of the Partnership Entities shall have sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, flood, explosion or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action,
investigation, order or decree, otherwise than as set forth or contemplated in
the Prospectus; nor shall there have been a change in the partners' capital,
members' interests or long-term debt of any of the Partnership Entities or any
change, or any development involving a prospective change, in or affecting the
general affairs, management, financial position, net worth or results of
operations of the Partnership Entities, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any case under this
Section 7(k), is, in the judgment of the Representative, so material and adverse
as to make it impracticable or inadvisable to proceed with the public offering
or the delivery of the Debt Securities being delivered on the Closing Date on
the terms and in the manner contemplated in the Prospectus.

                  (l) No action shall have been taken and no statute, rule,
regulation or order shall have been enacted, adopted or issued by any
governmental agency or body which would, as of the Closing Date, prevent the
issuance or sale of the Debt Securities; and no injunction, restraining order or
order of any other nature by any federal or state court of competent
jurisdiction shall have been issued as of the Closing Date which would prevent
the issuance or sale of the Debt Securities.

                  (m) The Debt Securities shall be eligible for clearance and
settlement through DTC.

                  (n) Subsequent to the execution and delivery of this Agreement
(i) no downgrading shall have occurred in the rating accorded the Debt
Securities or any of the Operating Partnership's or the Partnership's other debt
securities by any "nationally recognized statistical rating organization", as
such term is defined by the Commission for purposes of Rule 436(g)(2) of the
Act, and (ii) no such organization shall have publicly announced that it has


                                      -16-


under surveillance or review (other than an announcement with positive
implications of a possible upgrading), its rating of the Debt Securities or any
of the Operating Partnership's or the Partnership's other debt securities.

                  (o) The Operating Partnership, the Partnership and the Trustee
shall have executed and delivered the Supplemental Indenture.

                  (p) Subsequent to the execution and delivery of the
Underwriting Agreement or, if earlier, the dates as of which information is
given in the Registration Statement (exclusive of any amendment thereto) and the
Prospectus (exclusive of any supplement thereto), there shall not have been any
change in the partnership interests or long-term debt or any change, or any
development involving a prospective change, in or affecting the condition
(financial or otherwise), results of operations, business or prospects of the
Partnership and its Subsidiaries taken as a whole or the Operating Partnership
and its Subsidiaries taken as a whole, the effect of which, in any such case
described above, is, in the judgment of the Underwriters, so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering of the Debt Securities on the terms and in the manner contemplated by
this Agreement and the Prospectus (exclusive of any supplement thereto).

                  (q) Subsequent to the execution and delivery of this Agreement
there shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market shall have been suspended or limited, or minimum prices
shall have been established on any such exchange or market by the Commission, by
any such exchange or by any other regulatory body or governmental authority
having jurisdiction, or trading in any securities of the Partnership or the
Operating Partnership on any exchange or in the over-the-counter market shall
have been suspended or (ii) any moratorium on commercial banking activities
shall have been declared by federal or New York state authorities or (iii) an
outbreak or escalation of hostilities or a declaration by the United States of a
national emergency or war or (iv) a material adverse change in general economic,
political or financial conditions (or the effect of international conditions on
the financial markets in the United States shall be such) the effect of which,
in the case of this clause (iv), is, in the judgment of the Underwriters, so
material and adverse as to make it impracticable or inadvisable to proceed with
the public offering or the sale or the delivery of the Debt Securities on the
terms and in the manner contemplated by this Agreement and in the Prospectus
(exclusive of any supplement thereto).

         All such opinions, certificates, letters and documents mentioned above
or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to the Underwriters and to counsel for the Underwriters.

         8. Indemnification and Contribution.

                  (a) Each of the Enterprise Parties, jointly and severally,
shall indemnify and hold harmless each Underwriter, its officers and employees
and each person, if any, who controls any Underwriter within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, but not limited to,


                                      -17-

any loss, claim, damage, liability or action relating to purchases and sales of
Debt Securities), to which that Underwriter, officer, employee or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in (A) any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any amendment or supplement thereto or (B) any written or
electronically produced materials or information electronically provided to
investors by, or with the approval of, the Partnership in connection with the
marketing of the offering of the Debt Securities ("Marketing Materials")
including any road show or investor presentations made to investors by the
Partnership (whether in person or electronically), (ii) the omission or alleged
omission to state in the Registration Statement, or in any amendment or
supplement thereto, any material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) the omission or alleged
omission to state in any Preliminary Prospectus, the Prospectus or in any
amendment or supplement thereto any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or (iv) any act or failure to act or any alleged act or failure
to act by any Underwriter in connection with, or relating in any manner to, the
Debt Securities or the offering contemplated hereby, and which is included as
part of or referred to in any loss, claim, damage, liability or action arising
out of or based upon matters covered by clause (i), (ii) or (iii) above
(provided that no Enterprise Party shall be liable under this clause (iv) to the
extent that it is determined in a final judgment by a court of competent
jurisdiction that such loss, claim, damage, liability or action resulted
directly from any such acts or failures to act undertaken or omitted to be taken
by such Underwriter through its gross negligence or willful misconduct), and
shall reimburse each Underwriter and each such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by that Underwriter, officer, employee or controlling person in connection with
investigating or defending or preparing to defend against or appearing as a
third-party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no Enterprise
Party shall be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement in or omission or alleged omission from
any such documents in reliance upon and in conformity with written information
concerning such Underwriter furnished to the Partnership through the
Underwriters by or on behalf of any Underwriter specifically for inclusion
therein which information consists solely of the information specified in
Section 8(e); provided, however, that the Enterprise Parties shall not be liable
to any Underwriter under the indemnity agreement in this Section 8(a) to the
extent, but only to the extent, that (x) such loss, claim, damage, or liability
of such Underwriter results from an untrue statement of a material fact or an
omission of a material fact contained in the Preliminary Prospectus, which
untrue statement or omission was completely corrected in the Prospectus dated
the Effective Date (the "Final Prospectus") and (y) the Partnership had
previously furnished sufficient quantities (as requested by the Underwriters) of
the Final Prospectus to the Underwriters within a reasonable amount of time
prior to such sale or such confirmation and (z) such Underwriter failed to
deliver the Final Prospectus, if required by law to have so delivered it, and
such delivery would have been a complete defense against the person asserting
such loss, claim, liability, expense or damage.

                  (b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless each Enterprise Party, the respective officers of
the General Partner who signed the


                                      -18-


Registration Statement, the directors of the General Partner, and each person,
if any, who controls the Enterprise Parties within the meaning of the Securities
Act or the Exchange Act (collectively referred to for purposes of this Section
8(b) and Section 8(d) as the Partnership), from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof, to
which such person may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus or in any amendment or
supplement thereto, (ii) the omission or alleged omission to state in the
Registration Statement, or any amendment or supplement thereto, any material
fact required to be stated therein or necessary in order to make the statements
therein not misleading, or (iii) the omission or alleged omission to state in
any Preliminary Prospectus, the Prospectus or in any amendment or supplement
thereto any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, but in each
case only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information concerning such Underwriter furnished to the Partnership
through the Underwriters by or on behalf of any Underwriter specifically for
inclusion therein which information consists solely of the information specified
in Section 8(e), and shall reimburse the Enterprise Parties for any legal or
other expenses reasonably incurred by the Enterprise Parties in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that an
indemnified party shall have the right to employ its own counsel in any such
action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those



                                      -19-


available to the indemnifying party, (3) a conflict or potential conflict exists
(based upon advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm of attorneys (in addition to any local counsel) at any one time
for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 8(a) and 8(b), shall
use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement, compromise or consent to the entry of any judgment with respect to
any pending or threatened proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  The obligations of the Enterprise Parties and the Underwriters
in this Section 8 are in addition to any other liability that the Enterprise
Parties or the Underwriters, as the case may be, may otherwise have, including
in respect of any breaches of representations, warranties and agreements made
herein by any such party.

                  (d) If the indemnification provided for in this Section 8
shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 8(a) or 8(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Partnership, on the one hand, and the Underwriters, on the other
hand, from the offering of the Debt Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Partnership on the one
hand and the Underwriters on the other with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Partnership on the one hand and the
Underwriters on the other with respect to such offering shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Debt
Securities purchased under this Agreement (before deducting expenses)



                                      -20-

received by the Partnership, on the one hand, and the total underwriting
discounts and commissions received by the Underwriters with respect to the Debt
Securities purchased under this Agreement, on the other hand, bear to the total
gross proceeds from the offering of the Debt Securities under this Agreement, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Partnership or the
Underwriters, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Partnership and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 8 were to be determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage,
liability, or action in respect thereof, referred to above in this Section 8
shall be deemed to include, for purposes of this Section 8(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Debt
Securities underwritten by it and distributed to the public was offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute as
provided in this Section 8(d) are several in proportion to their respective
underwriting obligations and not joint.

                  (e) The Underwriters severally confirm and the Enterprise
Parties acknowledge that the statements with respect to the public offering of
the Debt Securities by the Underwriters set forth on the cover page of the
Prospectus Supplement and the statements in the table in the first paragraph,
the concession and reallowance figures in the ___ paragraph, and the statements
in the _____________ paragraphs under the "Underwriting" section of the
Prospectus are correct and constitute the only information concerning the
Underwriters furnished in writing to the Partnership by or on behalf of the
Underwriters specifically for inclusion in the Registration Statement and the
Prospectus.

         9. Termination. The obligations of the Underwriters hereunder may be
terminated by the Representative by notice given to and received by the
Partnership prior to delivery of and payment for the Debt Securities if, prior
to that time, any of the events described in Sections 7(r) or (s) shall have
occurred and be continuing or if the Underwriters shall decline to purchase the
Debt Securities for any reason permitted under this Agreement.

         10. Reimbursement of Underwriters' Expenses. If the Partnership shall
fail to tender the Debt Securities for delivery to the Underwriters by reason of
any failure, refusal or inability on the part of any Enterprise Party to perform
any agreement on its part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled by the Enterprise
Parties (including, without limitation, with respect to the transactions) is not
fulfilled, the Partnership will reimburse the Underwriters for all reasonable
out-of-pocket


                                      -21-


expenses (including fees and disbursements of counsel) incurred by the
Underwriters in connection with this Agreement and the proposed purchase of the
Debt Securities, and upon demand the Partnership shall pay the full amount
thereof to the Underwriters. If this Agreement is terminated pursuant to Section
9 by reason of the default of one or more Underwriters, the Partnership shall
not be obligated to reimburse any defaulting Underwriter on account of those
expenses.

         11. Notices. All statements, requests, notices and agreements hereunder
shall be in writing, and:

                  (a) if to the Underwriters, shall be delivered or sent by mail
or telecopy transmission to _______ (Fax: _______) with a copy, in the case of
any notice pursuant to Section 8(c), to _______ (Fax: _______); and

                  (b) if to the Enterprise Parties, shall be delivered or sent
by mail or telecopy transmission to Enterprise Products Partners L.P., 2727
North Loop West, Suite 700, Houston, Texas 77008-1038, Attention: Chief Legal
Officer (telecopier no.: 713-880-6570);

                  (c) provided, however, that any notice to an Underwriter
pursuant to Section 8(c) shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its acceptance
telex to the Underwriters, which address will be supplied to any other party
hereto by the Underwriters upon request. Any such statements, requests, notices
or agreements shall take effect at the time of receipt thereof. The Enterprise
Parties shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Underwriters by the Representative on
behalf of the Underwriters.

         12. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Enterprise
Parties and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except as
provided in Section 8 with respect to affiliates, officers, directors,
employees, representatives, agents and controlling persons of the Partnership,
the Operating Partnership and the Underwriters. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 13, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.

         13. Survival. The respective indemnities, representations, warranties
and agreements of the Enterprise Parties and the Underwriters contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement or any certificate delivered pursuant hereto, shall survive the
delivery of and payment for the Debt Securities and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any of them or any person controlling
any of them.

         14. Definition of the Terms "Business Day" and "Subsidiary". For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading, and (b) "affiliate" and
"subsidiary" have their respective meanings set forth in Rule 405 of the Rules
and Regulations.


                                      -22-


         15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         16. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         17. Amendments. No amendment or waiver of any provision of this
Agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.

         18. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.


                                      -23-


         If the foregoing correctly sets forth the agreement among the
Enterprise Parties, and the Underwriters, please indicate your acceptance in the
space provided for that purpose below.

                                 Very truly yours,

                                 ENTERPRISE PRODUCTS GP, LLC



                                 By:
                                    --------------------------------------------
                                    Name:  Richard H. Bachmann
                                    Title: Executive Vice President, Chief Legal
                                           Officer and Secretary


                                 ENTERPRISE PRODUCTS PARTNERS L.P.

                                      By: Enterprise Products GP, LLC,
                                          its general partner


                                 By:
                                    --------------------------------------------
                                    Name:  Richard H. Bachmann
                                    Title: Executive Vice President, Chief Legal
                                           Officer and Secretary


                                 ENTERPRISE PRODUCTS OPERATING L.P.

                                      By: Enterprise Products GP, LLC,
                                          its general partner



                                 By:
                                    --------------------------------------------
                                    Name:  Richard H. Bachmann
                                    Title: Executive Vice President, Chief Legal
                                           Officer and Secretary





Accepted:
By:



       By:
          -------------------------------------------
                  Authorized Representative





                                   SCHEDULE 1

                       ENTERPRISE PRODUCTS OPERATING L.P.



                                                         Principal Amount of
                                                           Debt Securities
Underwriters                                               to be Purchased
------------                                               ---------------





TOTAL:
                                                           ===============






                                   SCHEDULE 2

        SUBSIDIARIES OF THE OPERATING PARTNERSHIP AND/OR THE PARTNERSHIP


SUBSIDIARY                                        OWNERSHIP INTEREST PERCENTAGE
----------                                        -----------------------------





                                                                         ANNEX A

                       [Form of Opinion of Outside Counsel
               for the Partnership and the Operating Partnership]

         Vinson & Elkins L.L.P. shall have furnished to the Underwriters their
written opinion, as counsel to the Partnership and the Operating Partnership,
addressed to the Underwriters and dated the Closing Date, in form and substance
reasonably satisfactory to the Underwriters, substantially to the effect set
forth below:

         (i) The Registration Statement was declared effective under the
Securities Act and the Indenture was qualified under the Trust Indenture Act as
of the date and time specified in such opinion; [the Rule 462(b) Registration
Statement was filed with the Commission pursuant to Rule 462(b) of the Rules and
Regulations on the date and at the time specified in such opinion;] the
Prospectus was filed with the Commission pursuant to the subparagraph of Rule
424(b) of the Rules and Regulations specified in such opinion on the date
specified therein; and no stop order suspending the effectiveness of the
Registration Statement has been issued and, to the best of such counsel's
knowledge, no proceeding for that purpose is pending or threatened by the
Commission.

         (ii) The Registration Statement and the Prospectus and any further
amendments or supplements to the Registration Statement or the Prospectus made
by the Partnership and the Operating Partnership prior to the Closing Date
(other than the financial statements and related schedules therein, as to which
such counsel need express no opinion) comply as to form in all material respects
with the requirements of the Securities Act and the Rules and Regulations; and
the Exchange Act Reports (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion), when they
were filed with the Commission complied as to form in all material respects with
the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder.

         (iii) The Indenture complies as to form in all material respects with
the requirements of the Trust Indenture Act and the rules and regulations of the
Commission thereunder.

         (iv) Each of the General Partner, the Partnership and the Operating
Partnership has been duly formed and is validly existing in good standing as a
limited liability company or limited partnership under the laws of the State of
Delaware with all necessary limited liability company or limited partnership
power and authority to own or lease its properties and conduct its businesses
and, in the case of the General Partner, to act as the general partner of the
Partnership and the Operating Partnership, in each case in all material respects
as described in the Prospectus. Each of the General Partner, the Partnership and
the Operating Partnership is duly registered or qualified as a foreign limited
liability company or foreign limited partnership for the transaction of business
under the laws of the jurisdictions set forth under its name on Annex 1 attached
hereto.

         (v) The General Partner is the sole general partner of the Partnership
with a 1.0% general partner interest in the Partnership (including the right to
receive Incentive Distributions, as defined in the Partnership Agreement); such
general partner interest has been duly authorized and validly issued in
accordance with the Partnership Agreement; and the General Partner owns such
general partner interest free and clear of all liens, encumbrances, security
interests, charges or claims (A) in respect of which a financing statement under
the Uniform Commercial Code of



the State of Delaware naming the General Partner as debtor is on file in the
office of the Secretary of State of the State of Delaware or (B) otherwise known
to such counsel, without independent investigation, other than those created by
or arising under the Delaware LP Act.

         (vi) To the knowledge of such counsel: EPC Partners II, Inc. owns __%
of the issued and outstanding membership interests of the General Partner; Dan
Duncan LLC owns __% of the issued and outstanding membership interests of the
General Partner; and Shell US Gas & Power LLC, a Delaware limited liability
company and an affiliate of Shell Oil Company, owns __% of the issued and
outstanding membership interests of the General Partner; such membership
interests have been duly authorized and validly issued in accordance with the GP
LLC Agreement; and each of EPC Partners II, Inc. and Dan Duncan LLC owns such
membership interests free and clear of all liens, encumbrances, security
interests, charges or claims (A) in respect of which a financing statement under
the Uniform Commercial Code of the State of Delaware naming EPC Partners II,
Inc. or Dan Duncan LLC as debtor is on file in the office of the Secretary of
State of the State of Delaware or (B) otherwise known to such counsel, without
independent investigation, other than those created by or arising under the
Delaware LLC Act and those in favor of Enterprise Products Company's and Dan
Duncan LLC's lenders.

         (vii) The General Partner is the sole general partner of the Operating
Partnership with a 1.0101% general partner interest in the Operating
Partnership; such general partner interest has been duly authorized and validly
issued in accordance with the Operating Partnership Agreement; and the General
Partner owns such general partner interest free and clear of all liens,
encumbrances, security interests, charges or claims (A) in respect of which a
financing statement under the Uniform Commercial Code of the State of Delaware
naming the General Partner as debtor is on file in the office of the Secretary
of State of the State of Delaware or (B) otherwise known to such counsel,
without independent investigation, other than those created by or arising under
the Delaware LP Act. The Partnership is the sole limited partner of the
Operating Partnership with a 98.9899% limited partner interest in the Operating
Partnership; such limited partner interest has been duly authorized and validly
issued in accordance with the Operating Partnership Agreement and is fully paid
(to the extent required under the Operating Partnership Agreement) and
non-assessable (except as such non-assessability may be affected by Section
17-607 of the Delaware LP Act); and the Partnership owns such limited partner
interest free and clear of all liens, encumbrances, security interests, charges
or claims (A) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Partnership as debtor is on
file in the office of the Secretary of State of the State of Delaware or (B)
otherwise known to such counsel, without independent investigation, other than
those created by or arising under the Delaware LP Act.

         (viii) The Partnership Agreement has been duly authorized, executed and
delivered by the General Partner and is a valid and legally binding agreement of
the General Partner, enforceable against the General Partner in accordance with
its terms; the Operating Partnership Agreement has been duly authorized,
executed and delivered by the General Partner and the Partnership and is a valid
and legally binding agreement of the General Partner and the Partnership in
accordance with its terms; provided that, with respect to each such agreement,
the enforceability thereof may be limited by (A) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a




proceeding in equity or at law) and (B) public policy, applicable law relating
to fiduciary duties and indemnification and an implied covenant of good faith
and fair dealing.

         (ix) To such counsel's knowledge, the offering or sale of the Debt
Securities as contemplated by the Underwriting Agreement does not give rise to
any rights for or relating to the registration of any other securities of the
Partnership or any of its Subsidiaries, except such rights as have been waived.
The Operating Partnership and the Partnership have all requisite power and
authority to issue, sell and deliver the Debt Securities, in accordance with and
upon the terms and conditions set forth in the Underwriting Agreement, the
Partnership Agreement, the Operating Partnership Agreement, the Indenture and
the Prospectus.

         (vii) This Agreement has been duly authorized, executed and delivered
by each of the Enterprise Parties.

         (viii) The Indenture has been duly authorized, executed and delivered
by each of the Operating Partnership and the Partnership and (assuming the due
authorization, execution and delivery thereof by the Trustee) is a valid and
legally binding agreement of each of the Operating Partnership and the
Partnership, enforceable against each of them in accordance with its terms;
provided that the enforceability thereof may be limited by (A) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws from time to time in effect affecting creditors' rights and
remedies generally and by general principles of equity (regardless of whether
such principles are considered in a proceeding in equity or at law) and (B)
public policy, applicable law relating to fiduciary duties and indemnification
and an implied covenant of good faith and fair dealing.

         (ix) The Debt Securities have been duly and validly authorized and,
when executed by the Partnership and the Operating Partnership and authenticated
by the Trustee in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters under the Underwriting Agreement, will
constitute legal, valid, binding and enforceable obligations of the Operating
Partnership and the Partnership entitled to the benefits of the Indenture;
provided that the enforceability thereof may be limited by (A) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws from time to time in effect affecting creditors' rights and
remedies generally and by general principles of equity (regardless of whether
such principles are considered in a proceeding in equity or at law) and (B)
public policy, applicable law relating to fiduciary duties and indemnification
and an implied covenant of good faith and fair dealing.

         (x) None of the offering, issuance and sale by the Operating
Partnership and the Partnership of the Debt Securities, the execution, delivery
and performance of the Underwriting Agreement and the Indenture by the
Enterprise Parties which are parties thereto (A) constitutes or will constitute
a violation of the agreement of limited partnership, limited liability company
agreement or other organizational documents of any of the Enterprise Parties,
(B) results or will result in any violation of the Delaware LP Act, the Delaware
LLC Act, the DGCL, the laws of the State of Texas or federal law, which
violations, in the case of clause (B) would, individually or in the aggregate,
have a material adverse effect on the financial condition, business or results
of operations of the Partnership Entities, taken as a whole, or could materially
impair the ability of any of the Enterprise Parties to perform its obligations
under the Underwriting Agreement; provided, however, that for purposes of this
paragraph (x), such counsel need not express an opinion with respect to Federal
or state securities laws or other antifraud laws.



         (xiii) No permit, consent, approval, authorization, order,
registration, filing or qualification ("consent") of or with any federal,
Delaware or Texas court, governmental agency or body having jurisdiction over
the Enterprise Parties or any of their respective properties is required for the
offering, issuance and sale by the Operating Partnership and the Partnership of
the Debt Securities, the execution, delivery and performance of the Underwriting
Agreement by the Enterprise Parties, the consummation of the transactions
contemplated hereby, the execution, delivery and performance of the Indenture by
the Enterprise Parties which are parties thereto or the consummation of the
transactions contemplated thereby, except as will be obtained under the Act and
the Trust Indenture Act and as may be required under the Exchange Act and state
securities or "Blue Sky" laws, as to which such counsel need not express any
opinion.

          (xiv) The statements in the Prospectus under the captions "Description
of Notes" and "ERISA Considerations," insofar as they constitute descriptions of
agreements or refer to statements of law or legal conclusions, are accurate in
all material respects, and the Debt Securities conform as to legal matters in
all material respects to the description thereof contained in the Prospectus.

          (xv) None of the Partnership Entities is (i) an "investment company"
as such term is defined in the Investment Company Act of 1940, as amended, or
(ii) a "public utility holding company" or "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

          Such counsel shall also state that they have participated in
conferences with representatives of the Partnership and the Operating
Partnership and with representatives of their independent accountants and
counsel at which conferences the contents of the Registration Statement and the
Prospectus and any amendment and supplement thereto and related matters were
discussed and, although such counsel assume no responsibility for the accuracy,
completeness or fairness of the Registration Statement, the Prospectus and any
amendment or supplement thereto (except as expressly provided above), nothing
has come to the attention of such counsel to cause such counsel to believe that
the Registration Statement (or any post-effective amendment thereto), including
any Exchange Act Reports incorporated by reference therein, at the time of its
effective date, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus or any amendment or
supplement thereto, including any Exchange Act Reports incorporated by reference
therein, as of its date and the Closing Date contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (other than the financial statements and other financial and
statistical information contained therein, as to which such counsel need express
no belief).

          In rendering such opinion, such counsel may (A) rely in respect of
matters of fact upon certificates of officers and employees of the Partnership
Entities and upon information obtained from public officials, (B) assume that
all documents submitted to them as originals are authentic, that all copies
submitted to them conform to the originals thereof, and that the signatures on
all documents examined by them are genuine, (C) state that their opinion is
limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL and
the laws of the States of New York and Texas, (D) with respect to the opinions
expressed in paragraphs (i) above as to the due qualification or registration as
a foreign limited partnership or limited liability company, as the case may be,
state that such opinions are based upon certificates of foreign qualification or



registration provided by the Secretary of State of the states listed on Annex 1
hereto (each of which shall be dated as of a date not more than fourteen days
prior to the Closing Date and shall be provided to you) and (E) state that they
express no opinion with respect to (i) any permits to own or operate any real or
personal property or (ii) state or local taxes or tax statutes to which any of
the limited partners of the Partnership or any of the Partnership Entities may
be subject.





                                                                         ANNEX B


                     [Form of Opinion of Chief Legal Officer
               of the Partnership and the Operating Partnership]

         Richard H. Bachmann, Esq., Chief Legal Officer of the Partnership and
the Operating Partnership, shall have furnished to the Underwriters his written
opinion, as counsel to the Partnership and the Operating Partnership, addressed
to the Underwriters and dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters, substantially to the effect set forth below:

         (i) Each of the Partnership Entities (other than the Enterprise
Parties) has been duly formed and is validly existing and in good standing under
the laws of its respective jurisdiction of formation with all necessary
corporate, limited liability company or limited partnership power and authority
to own or lease its properties and conduct its business, in each case in all
material respects as described in the Prospectus. Each of the Partnership
Entities (other than the Enterprise Parties) is duly registered or qualified as
a foreign corporation, foreign limited partnership or foreign limited liability
company for the transaction of business under the laws of each jurisdiction in
which its ownership or lease of property or the conduct of its businesses
requires such qualification, except where the failure to so qualify would not,
individually or in the aggregate, have a Material Adverse Effect.

         (ii) All of the outstanding shares of capital stock, partnership
interest or membership interest, as the case may be, of each Subsidiary have
been duly and validly authorized and issued, are fully paid and non-assessable,
except that, for each Subsidiary of which the Operating Partnership and/or the
Partnership own 50% or less of the outstanding capital stock, partnership
interest or membership interest, as the case may be, this opinion is limited to
the ownership interest set forth on Schedule 2 of the Underwriting Agreement.
The Operating Partnership and/or the Partnership, as the case may be, owns the
shares of capital stock, partnership interests or membership interests in each
Subsidiary as set forth on Schedule 1 hereto free and clear of any lien, charge,
encumbrance (other than contractual restrictions on transfer), security
interest, restriction upon voting or any other claim of any third party.

         (iii) The Operating Partnership and the Partnership have all requisite
power and authority to issue, sell and deliver the Debt Securities in accordance
with and upon the terms and conditions set forth in the Underwriting Agreement,
the Indenture and the Prospectus.

         (iv) None of the offering, issuance and sale by the Operating
Partnership and the Partnership of the Debt Securities, the execution, delivery
and performance of the Underwriting Agreement by the Enterprise Parties, or the
consummation of the transactions contemplated hereby, the execution, delivery
and performance of the Indenture by the Enterprise Parties which are parties
thereto or the consummation of the transactions contemplated thereby (i)
conflicts or will conflict with or constitutes or will constitute a violation of
the agreement of limited partnership, limited liability company agreement,
certificate or articles of incorporation or other organizational documents of
any of the Partnership Entities (other than the Enterprise Parties), (ii)
conflicts or will conflict with or constitutes or will constitute a breach or
violation of, or a default (or an event that, with notice or lapse of time or
both, would constitute such a default) under, any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument known to such
counsel to which any of the Partnership Entities is a party or by which any of
them or any of their respective properties may be bound, (iii) will result, to
the knowledge



of such counsel, in any violation of any judgment, order, decree, rule or
regulation of any court or arbitrator or governmental agency having jurisdiction
over the Partnership Entities or any of their assets or properties, or (iv)
results or will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of any of the Partnership Entities,
which conflicts, breaches, violations, defaults or liens, in the case of clauses
(ii), (iii) or (iv), would, individually or in the aggregate, have a material
adverse effect on the financial condition, business or results of operations of
the Partnership Entities, taken as a whole or could materially impair the
ability of any of the Enterprise Parties to perform its obligations under the
Underwriting Agreement.

         (v) To the knowledge of such counsel, (a) there is no legal or
governmental proceeding pending or threatened to which any of the Partnership
Entities is a party or to which any of their respective properties is subject
that is required to be disclosed in the Prospectus or in the documents
incorporated therein by reference that is not so disclosed and (b) there are no
agreements, contracts or other documents to which any of the Partnership
Entities is a party that are required to be described in the Prospectus or in
the documents incorporated therein by reference that are not described as
required.

         Such counsel shall also state that he has participated in conferences
with representatives of the Partnership and the Operating Partnership and with
representatives of their independent accountants and counsel at which
conferences the contents of the Registration Statement and the Prospectus and
any amendment and supplement thereto and related matters were discussed and,
although such counsel assumes no responsibility for the accuracy, completeness
or fairness of the Registration Statement, the Prospectus and any amendment or
supplement thereto (except as expressly provided above), nothing has come to the
attention of such counsel to cause such counsel to believe that the Registration
Statement (or any post-effective amendment thereto), including any Exchange Act
Reports incorporated by reference therein, at the time of its effective date,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus or any amendment or supplement thereto,
including any Exchange Act Reports incorporated by reference therein, as of its
date and the Closing Date contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (other
than the financial statements and other financial and statistical information
contained therein, as to which such counsel need express no belief).

                  In rendering such opinion, such counsel may (A) rely in
respect of matters of fact upon certificates of officers and employees of the
Partnership Entities and upon information obtained from public officials, (B)
assume that all documents submitted to them as originals are authentic, that all
copies submitted to them conform to the originals thereof, and that the
signatures on all documents examined by them are genuine, (C) state that his
opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act,
the DGCL and the laws of the States of New York and Texas, (D) with respect to
the opinions expressed in paragraphs (i) above as to the due qualification or
registration as a foreign limited partnership or limited liability company, as
the case may be, state that such opinions are based upon certificates of foreign
qualification or registration provided by the Secretary of State of the states
listed on Annex 1 hereto (each of which shall be dated as of a date not more
than fourteen days prior to the Closing Date and shall be provided to you) and
(E) state that he expresses no opinion with



respect to (i) any permits to own or operate any real or personal property or
(ii) state or local taxes or tax statutes to which any of the limited partners
of the Partnership or any of the Partnership Entities may be subject.