exhibit10_3.htm


    
      EXHIBIT
10.3

       

       

      


       

      364-DAY
REVOLVING CREDIT AGREEMENT

       

      dated as
of

       

      November
17, 2008

       

      among

       

      


       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      


       

      The
Lenders Party Hereto

       

      


       

      THE ROYAL
BANK OF SCOTLAND plc,

      as
Administrative Agent, and

       

      


       

      BARCLAYS
BANK PLC, THE BANK OF NOVA SCOTIA, DNB NOR BANK ASA

      and
WACHOVIA BANK, NATIONAL ASSOCIATION,

      as
Co-Arrangers

       

      
        
          

        

      

       

      


      


       

      $375,000,000
364-Day Senior Unsecured Revolving Credit Facility

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      TABLE OF
CONTENTS

       

      
      

      
        
          	
                  ARTICLE
      I  Definitions

                	
                  1

                	 
	
                  SECTION
      1.01.  Defined Terms

                	
                  1

                	 
	
                  SECTION
      1.02.  Classification of Loans and Borrowings

                	
                  17

                	 
	
                  SECTION
      1.03.  Terms Generally

                	
                  17

                	 
	
                  SECTION
      1.04.  Accounting Terms; GAAP

                	
                  17

                	 
	
                  ARTICLE
      II  The Credits

                	
                  18

                	 
	
                  SECTION
      2.01.  Commitments

                	
                  18

                	 
	
                  SECTION
      2.02.  Loans and Borrowings

                	
                  18

                	 
	
                  SECTION
      2.03.  Requests for Borrowings

                	
                  19

                	 
	
                  SECTION
      2.04.  Reserved

                	
                  19

                	 
	
                  SECTION
      2.05.  Reserved

                	
                  19

                	 
	
                  SECTION
      2.06.  Reserved

                	
                  19

                	 
	
                  SECTION
      2.07.  Funding of Borrowings

                	
                  19

                	 
	
                  SECTION
      2.08.  Interest Elections

                	
                  20

                	 
	
                  SECTION
      2.09.  Termination and Reduction of Commitments

                	
                  21

                	 
	
                  SECTION
      2.10.  Mandatory Prepayment and Repayment of Loans; Evidence of
      Debt

                	
                  22

                	 
	
                  SECTION
      2.11.  Optional Prepayment of Loans

                	
                  22

                	 
	
                  SECTION
      2.12.  Fees

                	
                  23

                	 
	
                  SECTION
      2.13.  Interest

                	
                  23

                	 
	
                  SECTION
      2.14.  Alternate Rate of Interest

                	
                  24

                	 
	
                  SECTION
      2.15.  Illegality; Increased Costs

                	
                  25

                	 
	
                  SECTION
      2.16.  Break Funding Payments

                	
                  26

                	 
	
                  SECTION
      2.17.  Taxes

                	
                  26

                	 
	
                  SECTION
      2.18.  Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs

                	
                  28

                	 
	
                  SECTION
      2.19.  Mitigation Obligations; Replacement of
      Lenders

                	
                  29

                	 
	
                  SECTION
      2.20.  Separateness

                	
                  30

                	 
	
                  ARTICLE
      III  Representations and Warranties

                	
                  30

                	 
	
                  SECTION
      3.01.  Organization; Powers

                	
                  30

                	 
	
                  SECTION
      3.02.  Authorization; Enforceability

                	
                  30

                	 
	
                  SECTION
      3.03.  Governmental Approvals; No Conflicts

                	
                  31

                	 
	
                  SECTION
      3.04.  Financial Condition; No Material Adverse
      Change

                	
                  31

                	 
	
                  SECTION
      3.05.  Litigation and Environmental Matters

                	
                  31

                	 
	
                  SECTION
      3.06.  Compliance with Laws

                	
                  32

                	 
	
                  SECTION
      3.07.  Investment Company Status

                	
                  32

                	 
	
                  SECTION
      3.08.  Taxes

                	
                  32

                	 
	
                  SECTION
      3.09.  ERISA

                	
                  32

                	 
	
                  SECTION
      3.10.  Disclosure

                	
                  32

                	 
	
                  SECTION
      3.11.  Subsidiaries

                	
                  32

                	 
	
                  SECTION
      3.12.  Margin Securities

                	
                  32

                	 
	
                  ARTICLE
      IV  Conditions

                	
                  33

                	 
	
                  SECTION
      4.01.  Effective Date

                	
                  33

                	 
	
                  SECTION
      4.02.  Each Credit Event

                	
                  34

                	 


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  ARTICLE
      V  Affirmative Covenants

                	
                  34

                	 
	
                  SECTION
      5.01.  Financial Statements and Other
Information

                	
                  34

                	 
	
                  SECTION
      5.02.  Notices of Material Events

                	
                  35

                	 
	
                  SECTION
      5.03.  Existence; Conduct of Business

                	
                  36

                	 
	
                  SECTION
      5.04.  Maintenance of Properties; Insurance

                	
                  36

                	 
	
                  SECTION
      5.05.  Books and Records; Inspection Rights

                	
                  36

                	 
	
                  SECTION
      5.06.  Compliance with Laws

                	
                  36

                	 
	
                  SECTION
      5.07.  Use of Proceeds

                	
                  36

                	 
	
                  SECTION
      5.08.  Environmental Matters

                	
                  36

                	 
	
                  SECTION
      5.09.  ERISA Information

                	
                  37

                	 
	
                  SECTION
      5.10.  Taxes

                	
                  37

                	 
	
                  ARTICLE
      VI  Negative Covenants

                	
                  37

                	 
	
                  SECTION
      6.01.  Indebtedness

                	
                  37

                	 
	
                  SECTION
      6.02.  Liens

                	
                  38

                	 
	
                  SECTION
      6.03.  Fundamental Changes

                	
                  39

                	 
	
                  SECTION
      6.04.  Investment Restriction

                	
                  39

                	 
	
                  SECTION
      6.05.  Restricted Payments

                	
                  39

                	 
	
                  SECTION
      6.06.  Restrictive Agreements

                	
                  39

                	 
	
                  SECTION
      6.07.  Financial Condition Covenants

                	
                  40

                	 
	
                  ARTICLE
      VII  Events of Default

                	
                  41

                	 
	
                  ARTICLE
      VIII  The Administrative Agent

                	
                  44

                	 
	
                  ARTICLE
      IX  Miscellaneous

                	
                  46

                	 
	
                  SECTION
      9.01.  Notices

                	
                  46

                	 
	
                  SECTION
      9.02.  Waivers; Amendments

                	
                  48

                	 
	
                  SECTION
      9.03.  Expenses; Indemnity; Damage Waiver

                	
                  48

                	 
	
                  SECTION
      9.04.  Successors and Assigns

                	
                  49

                	 
	
                  SECTION
      9.05.  Survival

                	
                  51

                	 
	
                  SECTION
      9.06.  Counterparts; Integration; Effectiveness

                	
                  52

                	 
	
                  SECTION
      9.07.  Severability

                	
                  52

                	 
	
                  SECTION
      9.08.  Right of Setoff

                	
                  52

                	 
	
                  SECTION
      9.09.  Governing Law; Jurisdiction; Consent to Service of
      Process

                	
                  52

                	 
	
                  SECTION
      9.10.  Waiver of Jury Trial

                	
                  53

                	 
	
                  SECTION
      9.11.  Headings

                	
                  53

                	 
	
                  SECTION
      9.12.  Confidentiality

                	
                  53

                	 
	
                  SECTION
      9.13.  Interest Rate Limitation

                	
                  54

                	 
	
                  SECTION
      9.14.  Liability of Manager

                	
                  54

                	 
	
                  SECTION
      9.15.  USA Patriot Act Notice

                	
                  54

                	 


        



      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      SCHEDULES:

       

      Schedule
2.01 -- Commitments

      Schedule
3.05 -- Disclosed Matters

      Schedule
3.11 -- Subsidiaries

      Schedule
6.01 -- Existing Indebtedness

      Schedule
6.06 -- Existing Restrictions

       

      


       

      EXHIBITS:

       

      Exhibit A
-- Form of Assignment and Acceptance

      Exhibit B
-- Form of Borrowing Request

      Exhibit C
-- Reserved

      Exhibit D
-- Form of Interest Election Request

      Exhibit
E-1 -- Form of Opinion of Richard Bachmann,

      in-house counsel for Borrower and
EPD

      Exhibit
E-2 -- Form of Opinion of Bracewell & Giuliani LLP,

      Borrower’s and EPD’s
Counsel

      Exhibit F
-- Form of Compliance Certificate

      Exhibit G
-- Form of Note

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      364-DAY
REVOLVING CREDIT AGREEMENT dated as of November 17, 2008, among ENTERPRISE
PRODUCTS OPERATING LLC, a Texas limited liability company; the LENDERS party
hereto; THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent; and BARCLAYS
BANK PLC, THE BANK OF NOVA SCOTIA, DNB NOR BANK ASA and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Arrangers.

       

      W I T N E
S S E T H

       

      In
consideration of the mutual covenants and agreements contained herein and in
consideration of the Loans which may hereafter be made by Lenders to Borrower
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

       

      ARTICLE I

       

      Definitions

       

      SECTION
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

       

      “ABR”, when used in
reference to any Loan or Borrowing, refers to a Loan, or Loans, in the case of a
Borrowing, which bear interest at a rate determined by reference to the
Alternate Base Rate.

       

      “Administrative Agent”
means The Royal Bank of Scotland plc, in its capacity as administrative agent
for the Lenders hereunder.

       

      “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

       

      “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

       

      “Agreement” means this
364-Day Revolving Credit Agreement dated November 17, 2008, among Enterprise
Products Operating LLC, a Texas limited liability company; the Lenders party
hereto; and The Royal Bank of Scotland plc, as Administrative Agent; as amended,
extended or otherwise modified from time to time.

       

      “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of the then
determinable of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the
LIBOR Market Index Rate in effect on such day plus 1%.  Any change in
the Alternate Base Rate due to a change in the Prime Rate or the

       

      Federal
Funds Effective Rate shall be effective from and including the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

       

      “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment.  If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Applicable Rate”
means, for any day, with respect to any Eurodollar Loan, ABR Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum for such day set forth below under the caption
“Eurodollar Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may
be:

       

      
        	
                 

                Period

              	
                 

                Eurodollar Spread

              	
                 

                ABR Spread

              	
                Commitment

                Fee Rate

              
	
                Effective
      Date through and including March 31, 2009

              	
                2.50%

              	
                1.75%

              	
                0.375%

              
	
                April
      1, 2009 through and including  June 30, 2009

              	
                2.75%

              	
                2.00%

              	
                0.500%

              
	
                July
      1, 2009 and thereafter

              	
                3.00%

              	
                2.25%

              	
                0.625%

              


      

       

      “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, substantially in
the form of Exhibit A or any other form approved by the Administrative
Agent.

       

      “Attributable
Indebtedness” with respect to any Sale/Leaseback Transaction, means, as
at the time of determination, the present value (discounted at the rate set
forth or implicit in the terms of the lease included in such transaction) of the
total obligations of the lessee for rental payments (other than amounts required
to be paid on account of property taxes, maintenance, repairs, insurance,
assessments, utilities, operating and labor costs and other items that do not
constitute payments for property rights) during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).  In the case of any lease that is terminable
by the lessee upon the payment of a penalty or other termination payment, such
amount shall be the lesser of the amount determined assuming termination upon
the first date such lease may be terminated (in which case the amount shall also
include the amount of the penalty or termination payment, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated) or the amount determined assuming no such
termination.

       

      “Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Maturity Date and the date of termination of the
Commitments.

       

      “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

       

      “Borrower” means
Enterprise Products Operating LLC, a Texas limited liability
company.

       

      “Borrowing” means
Loans of the same Type, made, converted or continued on the same date and, in
the case of Eurodollar Loans, as to which a single Interest Period is in
effect.

       

      “Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03,
and being in the form of attached Exhibit B.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

       

      “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

       

      “CERCLA” means the
Comprehensive Environmental, Response, Compensation, and Liability Act of 1980,
as amended.

       

      “Change in Control”
means the occurrence of any of the following events:

       

      (i)           Continuing
Directors cease for any reason to constitute collectively a majority of the
members of the board of directors of Manager or GP LLC then in
office;

       

      (ii)           any
Person or related Persons constituting a group (as such term is used in Rule
13d-5 under the Securities Exchange Act of 1934, as amended) obtains direct or
indirect beneficial ownership interest in the Manager or GP LLC greater than the
direct or indirect beneficial ownership interests of EPCO and its Affiliates in
the Manager or GP LLC; or

       

      (iii)           Manager
and EPD shall cease to own, directly or indirectly, all of the Equity Interests
(including all securities which are convertible into Equity Interests) of
Borrower.

       

      As used
herein, “Continuing
Director” means any member of the board of directors of Manager or GP
LLC, respectively, who (x) is a member of such board of directors as of the date
hereof or is specified in EPD’s filings with the SEC filings prior to the date
hereof as a Person who is to become a member of such board as of the Effective
Date, or (y) was nominated for election or elected to such board of directors
with the approval of a majority of the Continuing Directors who were members of
such board at the time of such nomination or election.

       

      “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance
by any Lender (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this
Agreement.

       

      “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Commercial Operation
Date” means the date on which a Material Project is substantially
complete and commercially operable.

       

      “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to
time pursuant to Section 2.01 or assignments by or to such Lender pursuant to
Section 9.04.  The initial amount of each Lender’s Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Commitment, as applicable.  The
initial aggregate amount of the Lenders’ Commitments is
$375,000,000.

       

      “Common Units” means
the common units of limited partner interests in EPD.

       

      “Company Agreement”
means the Company Agreement of the Borrower dated as of June 30, 2007 between
Manager and EPD, as members, substantially in the form provided to the Lenders,
as such Company Agreement may be amended, modified and supplemented from time to
time.

       

      “Consolidated EBITDA”
means for any period, the sum of (a) the consolidated net income of the Borrower
and its consolidated Subsidiaries (excluding Project Finance Subsidiaries) for
such period plus, to the extent deducted in determining consolidated net income
for such period, the aggregate amount of (i) Consolidated Interest Expense, (ii)
income or gross receipts tax (or franchise tax or margin tax in the nature of an
income or gross receipts tax) expense and (iii) depreciation and amortization
expense, minus
(b) equity in earnings from unconsolidated subsidiaries of the Borrower to the
extent included therein, plus (c) the amount
of cash dividends or distributions payable with respect to such period by a
Project Finance Subsidiary, DEP or an unconsolidated subsidiary which are
actually received by the Borrower or a Subsidiary (other than a Project Finance
Subsidiary) during such period or on or prior to the date the financial
statements with respect to such period referred to in Section 5.01 are required
to be delivered by the Borrower, plus (d) the amount of all payments during such
period on leases of the type referred to in clause (d) of the definition herein
of Indebtedness and the amount of all payments during such period under other
off-balance sheet loans and financings of the type referred to in such clause
(d), minus (e)
the amount of any cash dividends, repayments of loans or advances, releases or
discharges of guarantees or other obligations or other transfers of property or
returns of capital previously received by the Borrower or a Subsidiary (other
than a Project Finance Subsidiary) from a Project Finance Subsidiary that during
such period were either (x) recovered pursuant to recourse provisions with
respect to a Project Financing at such Project Finance Subsidiary or (y)
reinvested by the Borrower or a Subsidiary in such Project Finance
Subsidiary.

       

      “Consolidated
Indebtedness” means the Indebtedness of the Borrower and its consolidated
Subsidiaries (excluding Project Finance Subsidiaries) including, without
duplication, guaranties of funded debt, determined on a consolidated basis as of
such date.

       

      “Consolidated Interest
Expense” means for any period, the interest expense of the Borrower and
its consolidated Subsidiaries (excluding Project Finance Subsidiaries),
determined on a consolidated basis for such period.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Consolidated Net Tangible
Assets” means, at any date of determination, the total amount of assets
of EPD and its consolidated subsidiaries after deducting therefrom:

       

      (a)           all
current liabilities (excluding (A) any current liabilities that by their terms
are extendable or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being computed,
and (B) current maturities of long-term debt); and

       

      (b)           the
value (net of any applicable reserves) of all goodwill, trade names, trademarks,
patents and other like intangible assets, all as set forth, or on a pro forma
basis would be set forth, on the consolidated balance sheet of EPD and its
consolidated subsidiaries for EPD’s most recently completed fiscal quarter,
prepared in accordance with GAAP.

       

      “Consolidated Net
Worth” means as to any Person, at any date of determination, the sum of
(i) preferred stock (if any), (ii) an amount equal to (a) the face amount of
outstanding Hybrid Securities not in excess of 15% of Consolidated Total
Capitalization times (b) sixty-two
and one-half percent (62.5%), (iii) par value of common stock, (iv) capital in
excess of par value of common stock, (v) limited liability company capital or
equity, and (vi) retained earnings, less treasury stock (if any), of such
Person, all as determined on a consolidated basis.

       

      “Consolidated Total
Capitalization” means the sum of (i) Consolidated Indebtedness and (ii)
Borrower’s Consolidated Net Worth.

       

      “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

       

      “Debt Coverage Ratio”
means the ratio of Consolidated Indebtedness to Consolidated
EBITDA.

       

      “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

       

      “DEP” means Duncan
Energy Partners L.P., a Delaware limited partnership.

       

      “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.05.

       

      “dollars” or “$” refers to lawful
money of the United States of America.

       

      “Effective Date” means
the date on or prior to November 20, 2008, as specified in the notice referred
to in the last sentence of Section 4.01.

       

      “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the
foregoing.

       

      “EPCO” means EPCO,
Inc., a Texas corporation.

       

      “EPD” means Enterprise
Products Partners L.P., a Delaware limited partnership, or any other Person that
is the “Guarantor” as defined in the March 15, 2000 Indenture or any replacement
indenture.

       

      “EPD Guaranty
Agreement” means an agreement executed by EPD in form and substance
satisfactory to the Administrative Agent guaranteeing, unconditionally, payment
of any principal of or interest on the Loans, or any other amount payable under
this Agreement, when and as the same shall become due and payable.

       

      “Equity Interest”
means shares of the capital stock, partnership interests, membership interests
in a limited liability company, beneficial interests in a trust or other equity
interests in any Person, or any warrants, options or other rights to acquire
such interests.

       

      “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

       

      “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414 of the
Code.

       

      “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the failure by a Plan to
satisfy the minimum funding standard under Section 412 of the Code or
Section 302 of ERISA, whether or not waived; (c) the filing pursuant
to Section 412(d) of the Code (Section 412(c) of the Code for Plan years
beginning after December 31, 2007) or Section 303(d) of ERISA (Section
302(c) of ERISA for Plan years beginning after December 31, 2007) of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D
of the Board, as in effect from time to time.

       

      “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to a Loan, or Loans, in the
case of a Borrowing, which bear interest at a rate determined by reference to
the LIBO Rate.

       

      “Eurodollar Rate Reserve
Percentage” of any Lender for any Interest Period for each Eurodollar
Borrowing means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average
of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued from time to time by
the Board for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for such Lender with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest
Period.

       

      “Event of Default” has
the meaning assigned to such term in Article VII.

       

      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income  by the United States of America, by any state thereof
or the District of Columbia or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America, any state thereof
or the District of Columbia or any similar tax imposed by any other jurisdiction
in which the Administrative Agent, such Lender or such other recipient is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.19(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender’s failure to comply with Section
2.17(e).

       

      “Exposure” means, with
respect to any Lender at any time, the sum of the outstanding principal amount
of such Lender’s Loans at such time.

       

      “Federal Funds Effective
Rate” means, for any day, the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average
of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

       

      “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower.

       

      “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than the
United States of America, any state thereof or the District of
Columbia.

      

        
          
             


          

          
            7

            
              

            

          

          
             


          

        

      

       

      “GAAP” means generally
accepted accounting principles in the United States of America.

       

      “GP LLC” means
Enterprise Products GP LLC, a Delaware limited liability company, the general
partner of EPD.

       

      “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

       

      “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

       

      “Hazardous
Materials”  means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature, in each case regulated
pursuant to any Environmental Law.

       

      “Hedging Agreement”
means a financial instrument or security which is used as a cash flow or fair
value hedge to manage the risk associated with a change in interest rates,
foreign currency exchange rates or commodity prices.

       

      “Hybrid Securities”
means any trust preferred securities, or deferrable interest subordinated debt
with a maturity of at least 20 years, which provides for the optional or
mandatory deferral of interest or distributions, issued by the Borrower, or any
business trusts, limited liability companies, limited partnerships or similar
entities (i) substantially all of the common
equity, general partner or similar interests of which are owned (either directly
or indirectly through one or more wholly owned Subsidiaries) at all times by the
Borrower or any of its Subsidiaries, (ii) that have been formed for the purpose
of issuing hybrid securities or deferrable interest subordinated debt, and (iii)
substantially all the assets of which consist of (A) subordinated debt of the
Borrower or a Subsidiary of the Borrower, and (B) payments made from time to
time on the subordinated debt.

       

      “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
the repayment of money borrowed which are or should be shown on a balance sheet


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        as debt in accordance with
GAAP, (b) obligations of such Person as lessee under leases which, in accordance
with GAAP, are capital leases, (c) guaranties of such Person of payment or
collection of any obligations described
in clauses (a) and (b) of other Persons; and (d) all obligations of such Person
under any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing if the obligation under such synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing, as the case may be, is considered indebtedness for
borrowed money for tax purposes but is classified as an operating lease in
accordance with GAAP; provided, that (i) clauses (a) and (b) include, in the
case of obligations of the Borrower or any Subsidiary, only such obligations as
are or should be shown as debt or capital lease liabilities on a consolidated
balance sheet of the Borrower in accordance with GAAP, (ii) clause (c) includes,
in the case of guaranties granted by the Borrower or any Subsidiary, only such
guaranties of obligations of another Person that are or should be shown as debt
or capital lease liabilities on a consolidated balance sheet of such Person in
accordance with GAAP, and (iii) the liability of any Person as a general partner
of a partnership for Indebtedness of such partnership, if such partnership is
not a Subsidiary of such Person, shall not constitute
Indebtedness. 

           

        

      

      “Indemnified
Taxes” means Taxes other than Excluded Taxes.

       

      “Interest Election
Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.08, and being in the form of
attached Exhibit D.

       

      “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December, and (b) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three (3) months’ duration, each day that occurs an integral
multiple of three (3) months after the first day of such Interest
Period.

       

      “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the
Borrower may elect,; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period.  For purposes of this
definition, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter, shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

       

      “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become a
party hereto pursuant to an Assignment and Acceptance or pursuant to Section
2.01(b), other than any such Person that ceases to be a party hereto pursuant to
an Assignment and Acceptance.

       

      “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, (a) the
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) as
calculated 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      by the British Bankers’ Association and obtained through a
nationally recognized service such as Reuters (or on any successor thereto or
substitute therefor provided by such service, providing rate quotations
comparable to those currently provided on such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period; and (b) if the rate specified in
clause (a) of this definition does not so appear on the selected service (or any
successor thereto or substitute therefor), the average of the interest rates per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the respective principal London offices of the Reference
Banks in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

       

      “LIBOR Market Index
Rate” means, for any day, with respect to any interest calculation with
respect to an ABR Borrowing or ABR Loan (a) the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) as calculated by the British
Bankers’ Association and obtained through a nationally recognized service such
as Reuters (or on any successor or substitute page of such service, or any
successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page of such service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time for such day,
provided, if such day is not a Business Day, the immediately preceding Business
Day, as the rate for dollar deposits with a one-month maturity; and (b) if the
rate specified in clause (a) of this definition does not so appear on the
selected service (or any successor thereto or substitute therefor), the average
of the interest rates per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) at which dollar deposits of $5,000,000 and for a one-month maturity
are offered by the respective principal London offices of the Reference Banks in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, for such day.

       

      “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right
of a third party with respect to such securities.  For avoidance of
doubt, operating leases are not “Liens”.

       

      “Loans” means loans
made pursuant to Section 2.03 hereof.

       

      “Manager” means
Enterprise Products OLPGP, Inc., a Delaware corporation.

       

      “March 15, 2000
Indenture” means that certain Indenture dated as of March 15, 2000, among
the Borrower, EPD and Wachovia Bank, National Association, f/k/a First Union
National Bank, as Trustee.

       

      “Material Adverse
Change” means a material adverse change, from that in effect on December
31, 2007, in the financial condition or results of operations of the Borrower
and its 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      consolidated Subsidiaries taken as a whole, as indicated in the
most recent quarterly or annual financial statements, except as otherwise
disclosed in the Borrower’s and/or EPD’s filings with the SEC prior to the date
hereof.

       

      “Material Adverse
Effect” means a material adverse effect on the financial condition or
results of operations of the Borrower and its consolidated Subsidiaries taken as
a whole, as indicated in the most recent quarterly or annual financial
statements.

       

      “Material
Indebtedness” means Indebtedness (other than the Loans), of any one or
more of the Borrower and its Subsidiaries (other than Project Finance
Subsidiaries) in an aggregate principal amount exceeding
$25,000,000.

       

      “Material Project”
means the construction or expansion of any capital project of the Borrower or
any of its Subsidiaries, the aggregate capital cost of which exceeds
$50,000,000.

       

      “Material Project EBITDA
Adjustments” shall mean, with respect to each Material
Project:

       

      (A)           prior
to the Commercial Operation Date of a Material Project (but including the fiscal
quarter in which such Commercial Operation Date occurs), a percentage (based on
the then-current completion percentage of such Material Project) of an amount to
be approved by the Administrative Agent as the projected Consolidated EBITDA of
Borrower and its Subsidiaries attributable to such Material Project for the
first 12-month period following the scheduled Commercial Operation Date of such
Material Project (such amount to be determined based on customer contracts or
tariff-based customers relating to such Material Project, the creditworthiness
of the other parties to such contracts or such tariff-based customers, and
projected revenues from such contracts, tariffs, capital costs and expenses,
scheduled Commercial Operation Date, oil and gas reserve and production
estimates, commodity price assumptions and other factors deemed appropriate by
Administrative Agent), which may, at the Borrower’s option, be added to actual
Consolidated EBITDA for the Borrower and its Subsidiaries for the fiscal quarter
in which construction of such Material Project commences and for each fiscal
quarter thereafter until the Commercial Operation Date of such Material Project
(including the fiscal quarter in which such Commercial Operation Date occurs,
but net of any actual Consolidated EBITDA of the Borrower and its Subsidiaries
attributable to such Material Project following such Commercial Operation Date);
provided that
if the actual Commercial Operation Date does not occur by the scheduled
Commercial Operation Date, then the foregoing amount shall be reduced, for
quarters ending after the scheduled Commercial Operation Date to (but excluding)
the first full quarter after its Commercial Operation Date, by the following
percentage amounts depending on the period of delay (based on the period of
actual delay or then-estimated
delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days,
but not more than 180 days, 25%, (iii) longer than 180 days
but not more than 270 days, 50%, and (iv) longer than 270 days, 100%;
and

       

      (B)           beginning
with the first full fiscal quarter following the Commercial Operation Date of a
Material Project and for the two immediately succeeding fiscal quarters, an
amount to be approved by the Administrative Agent as the projected Consolidated
EBITDA of Borrower and its Subsidiaries attributable to such Material Project
(determined in the same manner as set forth in clause (A) above) for the balance
of the four full fiscal quarter period following such 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Commercial Operation Date, which may, at the Borrower’s option, be
added to actual Consolidated EBITDA for the Borrower and its Subsidiaries for
such fiscal quarters.

       

      Notwithstanding
the foregoing:

       

      (i)           no
such additions shall be allowed with respect to any Material Project
unless:

       

      (a)           not
later than 30 days prior to the delivery of any certificate required by the
terms and provisions of Section 5.01(e) to the extent Material Project EBITDA
Adjustments will be made to Consolidated EBITDA in determining compliance with
Section 6.07, the Borrower shall have delivered to the Administrative Agent
written pro forma projections of Consolidated EBITDA of the Borrower and its
Subsidiaries attributable to such Material Project and

       

      (b)           prior
to the date such certificate is required to be delivered, the Administrative
Agent shall have approved (such approval not to be unreasonably withheld) such
projections and shall have received such other information and documentation as
the Administrative Agent may reasonably request, all in form and substance
satisfactory to the Administrative Agent, and

       

      (ii)           the
aggregate amount of all Material Project EBITDA Adjustments during any period
shall be limited to 15% of the total actual Consolidated EBITDA of the Borrower
and its Subsidiaries for such period (which total actual Consolidated EBITDA
shall be determined without including any Material Project EBITDA
Adjustments).

       

      “Material Subsidiary”
means each Subsidiary of the Borrower that, as of the last day of the fiscal
year of the Borrower most recently ended prior to the relevant determination of
Material Subsidiaries, has a net worth determined in accordance with GAAP that
is greater than 10% of the Consolidated Net Worth of the Borrower as of such
day.

       

      “Maturity Date” means
the date 364 days after the Effective Date; provided, however, if such date
is not a Business Day, then the Maturity Date shall be the Business Day
immediately preceding such date.

       

      “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

       

      “Multi-Year Credit
Facility” means the revolving credit facility of the Borrower under that
certain Amended and Restated Revolving Credit Agreement dated as of November 19,
2007, among the
Borrower, Wachovia Bank, National Association, as administrative agent, and the
lenders party thereto, together with any and all amendments and supplements
thereto.

       

      “Multi-Year Credit Facility
Commitment” means the “Commitments” of the lenders under the Multi-Year
Credit Facility, as such term is defined therein.

       

      “Notes” means any
promissory notes issued by the Borrower pursuant to Section 2.10(e)

       

      “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement.

       

      “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

       

      “Permitted Liens”
means:

       

      (a)           liens
upon rights-of-way for pipeline purposes;

       

      (b)           any
statutory or governmental lien or lien arising by operation of law, or any
mechanics’, repairmen’s, materialmen’s, suppliers’, carriers’, landlords’,
warehousemen’s or similar lien incurred in the ordinary course of business which
is not yet due or which is being contested in good faith by appropriate
proceedings and any undetermined lien which is incidental to construction,
development, improvement or repair; or any right reserved to, or vested in, any
municipality or public authority by the terms of any right, power, franchise,
grant, license, permit or by any provision of law, to purchase or recapture or
to designate a purchaser of, any property;

       

      (c)           liens
for taxes and assessments which are (i) for the then current year, (ii) not at
the time delinquent, or (iii) delinquent but the validity or amount of which is
being contested at the time by the Borrower, any Subsidiary or EPD in good faith
by appropriate proceedings;

       

      (d)           liens
of, or to secure performance of, leases, other than capital leases, or any lien
securing industrial development, pollution control or similar revenue
bonds;

       

      (e)           any
lien upon property or assets acquired or sold by the Borrower, any Subsidiary or
EPD resulting from the exercise of any rights arising out of defaults on
receivables;

       

      (f)           any
lien in favor of the Borrower, any Subsidiary or EPD; or any lien upon any
property or assets of the Borrower, any Subsidiary or EPD permitted under the
March 15, 2000 Indenture, or any replacement indenture containing similar terms
and conditions with respect thereto;

       

      (g)           any
lien in favor of the United States of America or any state thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any state thereof, to secure partial, progress, advance, or
other payments pursuant to any contract or statute, or any debt incurred by the
Borrower, any Subsidiary or EPD for the purpose of financing all or any part of
the purchase price of, or the cost of constructing, developing, repairing or
improving, the property or assets subject to such lien;

       

      (h)           any
lien incurred in the ordinary course of business in connection with workmen’s
compensation, unemployment insurance, temporary disability, social security,
retiree health or similar laws or regulations or to secure obligations imposed
by statute or governmental regulations;

       

      (i)           liens
in favor of any Person to secure obligations under provisions of any letters of
credit, bank guarantees, bonds or surety obligations required or requested by
any governmental authority in connection with any contract or statute; or any
lien upon or deposits of any assets to secure performance of bids, trade
contracts, leases or statutory obligations;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (j)           any
lien upon any property or assets created at the time of acquisition of such
property or assets by the Borrower, any Subsidiary or EPD or within one year
after such time to secure all or a portion of the purchase price for such
property or assets or debt incurred to finance such purchase price, whether such
debt was incurred prior to, at the time of or within one year after the date of
such acquisition; or any lien upon any property or assets to secure all or part
of the cost of construction, development, repair or improvements thereon or to
secure debt incurred prior to, at the time of, or within one year after
completion of such construction, development, repair or improvements or the
commencement of full operations thereof (whichever is later), to provide funds
for any such purpose;

       

      (k)           any
lien upon any property or assets (i) existing thereon at the time of the
acquisition thereof by the Borrower, any Subsidiary or EPD, (ii) existing
thereon at the time such Person becomes a Subsidiary by acquisition, merger or
otherwise, or (iii) acquired by any Person after the time such Person becomes a
Subsidiary by acquisition, merger or otherwise, to the extent such lien is
created by security documents existing at the time such Person becomes a
Subsidiary and not added to such security documents in contemplation
thereof;

       

      (l)           liens
imposed by law or order as a result of any proceeding before any court or
regulatory body that is being contested in good faith, and liens which secure a
judgment or other court-ordered award or settlement as to which the Borrower,
the applicable Subsidiary or EPD has not exhausted its appellate
rights;

       

      (m)           any
extension, renewal, refinancing, refunding or replacement (or successive
extensions, renewals, refinancing, refunding or replacements) of liens, in whole
or in part, referred to in clauses (a) through (l) above; provided, however,
that any such extension, renewal, refinancing, refunding or replacement lien
shall be limited to the property or assets covered by the lien extended,
renewed, refinanced, refunded or replaced and that the obligations secured by
any such extension, renewal, refinancing, refunding or replacement lien shall be
in an amount not greater than the amount of the obligations secured by the lien
extended, renewed, refinanced, refunded or replaced and any expenses of the
Borrower, its Subsidiaries and EPD (including any premium) incurred in
connection with such extension, renewal, refinancing, refunding or replacement;
or

       

      (n)           any
lien resulting from the deposit of moneys or evidence of indebtedness in trust
for the purpose of defeasing debt of the Borrower, any Subsidiary or
EPD.

       

      “Permitted Sale/Leaseback
Transactions” means any Sale/Leaseback Transaction:

       

      (a)           which
occurs within one year from the date of completion of the acquisition of the
Principal Property subject thereto or the date of the completion of
construction, development or substantial repair or improvement, or commencement
of full operations on such Principal Property, whichever is later;
or

       

      (b)           involves
a lease for a period, including renewals, of not more than three years;
or

       

      (c)           the
Borrower, any Subsidiary or EPD would be entitled to incur Indebtedness, in a
principal amount equal to the Attributable Indebtedness with respect to such
Sale/Leaseback Transaction, secured by a Lien on the property subject to such
Sale/Leaseback Transaction 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      pursuant to Section 6.02 without equally and ratably securing the
Indebtedness under this Agreement pursuant to such Section; or

       

      (d)           the
Borrower, any Subsidiary or EPD, within a one-year period after such
Sale-Leaseback Transaction, applies or causes to be applied an amount not less
than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a)
the prepayment, repayment, redemption, reduction or retirement of any
Indebtedness of the Borrower, any Subsidiary or EPD that is not subordinated to
the Indebtedness under this Agreement, or (b) the expenditure or
expenditures for Principal Property used or to be used in the ordinary course of
business of the Borrower, its Subsidiaries or EPD.

       

      Notwithstanding
the foregoing provisions of this definition, any Sale-Leaseback Transaction not
covered by clauses (a) through (d), inclusive, of this definition, shall
nonetheless be a Permitted Sale/Leaseback Transaction if  the
Attributable Indebtedness from such Sale-Leaseback Transaction, together with
the aggregate principal amount of outstanding Indebtedness (other than
Indebtedness under this Agreement and Indebtedness under the March 15, 2000
Indenture) secured by Liens other than Permitted Liens upon Principal
Properties, does not exceed 10% of Consolidated Net Tangible
Assets.

       

      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

       

      “Plan”  means
any employee pension benefit plan (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

       

      “Prime Rate” means the
rate of interest per annum announced from time to time by The Royal Bank of
Scotland plc as its prime rate.  Each change in the Prime Rate shall
be effective from and including the date such change is announced as being
effective.

       

      “Principal Property”
means whether owned or leased on the date hereof or thereafter
acquired:

       

      (a)           any
pipeline assets of the Borrower, any Subsidiary or EPD, including any related
facilities employed in the transportation, distribution, storage or marketing of
refined petroleum products, natural gas liquids, and petrochemicals, that are
located in the United States of America or any territory or political
subdivision thereof; and

       

      (b)           any
processing or manufacturing plant or terminal owned or leased by the Borrower,
any Subsidiary or EPD that is located in the United States or any territory or
political subdivision thereof;

       

      except,
in the case of either of the foregoing clauses (a) or (b):

       

      (i)           any
such assets consisting of inventories, furniture, office fixtures and equipment
(including data processing equipment), vehicles and equipment used on, or useful
with, vehicles; and

       

      
        
          
          

        

        
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      (ii)           any
such assets, plant or terminal which, in the opinion of the Board of Directors
(as defined in the March 15, 2000 Indenture), is not material in relation to the
activities of the Borrower or of EPD and its subsidiaries taken as a
whole.

       

      “Program” means the
buy-back program initiated by EPD whereby EPD or the Borrower may after
September 30, 2007 buy back up to the greater of (i) 2,000,000 publicly held
Common Units or (ii) the number of publicly held Common Units the aggregate
purchase price of which is $80,000,000.

       

      “Project Financing”
means Indebtedness incurred by a Project Finance Subsidiary to finance the
acquisition or construction of any asset or project which Indebtedness does not
permit or provide for recourse against the Borrower or any of its Subsidiaries
(other than any Project Finance Subsidiary) and other than recourse that
consists of rights to recover dividends paid by such Project Finance
Subsidiary.

       

      “Project Finance
Subsidiaries” means a Subsidiary that is (A) created principally to
(i) construct or acquire any asset or project that will be or is financed
solely with Project Financing for such asset or project, related equity
investments and any loans to, or capital contributions in, such Subsidiary that
are not prohibited hereby, (ii) own an Equity Interest in a Project Finance
Subsidiary, and/or (iii) own an interest in any such asset or project and (B)
designated as a Project Finance Subsidiary by the Borrower in writing to
Administrative Agent.

       

      “Reference Banks”
means The Royal Bank of Scotland plc, Wachovia Bank, National Association,
JPMorgan Chase Bank and Citibank, N.A.

       

      “Register” has the
meaning set forth in Section 9.04(c).

       

      “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

       

      “Required Lenders”
means, at any time, Lenders having Exposures and unused Commitments representing
more than 50% of the sum of the total Exposures and unused Commitments at such
time.

       

      “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any class of Equity Interests of the Borrower, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination
of any Equity Interests of EPD or the Borrower or any option, warrant or other
right to acquire any Equity Interests of EPD or the Borrower.

       

      “Sale/Leaseback
Transaction” means any arrangement with any Person providing for the
leasing, under a lease that is not a capital lease under GAAP, by the Borrower,
or a Subsidiary (other than a Project Finance Subsidiary) or EPD of any
Principal Property, which property has been or is to be sold or transferred by
the Borrower, such Subsidiary or EPD to such Person in contemplation of such
leasing.

       

      “SEC” has the meaning
set forth in Section 5.01(a).

       

      
        
          
          

        

        
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      “Subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests, are, as of
such date, owned, controlled or held by the parent and one or more subsidiaries
of the parent; provided,
notwithstanding the foregoing, neither DEP nor any of its Subsidiaries shall
constitute or be deemed to be a Subsidiary of the Borrower or any of its
Subsidiaries.

       

      “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

       

      “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans, and the use of the proceeds thereof.

       

      “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the LIBO Rate or the Alternate Base Rate.

       

      “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

       

      SECTION
1.02.  Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Type (e.g., a “Eurodollar
Loan”).  Borrowings also may be classified and referred to by Type
(e.g., a
“Eurodollar Borrowing”).

       

      SECTION
1.03.  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding mascu­line,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed
to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

       

      SECTION
1.04.  Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with (i)
except for purposes of Section 6.07, GAAP, as in effect from time to time; provided that, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment to any


       

      
        
          
          

        

        
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      provision hereof to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith; and (ii) for purposes of Section
6.07, GAAP, as in effect on September 30, 2007.

       

      ARTICLE
II

       

      The
Credits

       

      SECTION
2.01.  Commitments.  (a)  Subject
to the terms and conditions set forth herein, each Lender agrees to make Loans
to the Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (i) such Lender’s Exposure exceeding
such Lender’s Commitment or (ii) the sum of the total Exposures exceeding
the total Commitments.  Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Loans.

       

      (b)           The
Borrower shall have the right, without the consent of the Lenders but with the
prior approval of the Administrative Agent, not to be unreasonably withheld, to
cause from time to time an increase in the total Commitments of the Lenders by
adding to this Agreement one or more additional Lenders or by allowing one or
more Lenders to increase their respective Commitments; provided however (i) no Event
of Default shall have occurred hereunder which is continuing, (ii) no such
increase shall cause the aggregate Commitments hereunder to exceed
$1,000,000,000, and (iii) no Lender’s Commitment shall be increased without such
Lender’s consent.

       

      SECTION
2.02.  Loans
and Borrowings.  (a)  Each Loan shall be made as part
of a Borrowing consisting of Loans made by the Lenders ratably in accordance
with their respective Commitments.  The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required.

       

      (b)           Subject
to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance
herewith.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided
that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accord­ance with the terms of this Agreement.

       

      (c)           At
the commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000.  At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the
total Commitments.  Borrowings of more than one Type may be
outstanding at the same 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      time; provided that there shall not
at any time be more than a total of six Eurodollar Borrowings outstanding.

       

      (d)           Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

       

      SECTION 2.03.  Requests for
Borrowings.  To request a Borrowing, the Borrower shall notify
the Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the
date of the proposed Borrowing.  Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request signed by
the Borrower.  Each such telephonic and written Borrowing Request
shall specify the following information in compliance with
Section 2.02:

       

      (i)           the
aggregate amount of the requested Borrowing;

       

      (ii)           the
date of such Borrowing, which shall be a Business Day;

       

      (iii)           whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

       

      (iv)           in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

       

      (v)           the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.07.

       

      If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration.  Promptly
following receipt of a  Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing.

       

      SECTION
2.04.  Reserved.

       

      SECTION
2.05.  Reserved.

       

      SECTION
2.06.  Reserved.

       

      SECTION
2.07.  Funding of
Borrowings.  (a)  Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 1:00 p.m., New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account designated by the Borrower in the applicable Borrowing
Request.

       

      
        
          
          

        

        
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      (b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to such Borrowing.  If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.

       

      SECTION
2.08.  Interest
Elections.  (a)  Each Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request.  Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section.  The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.

       

      (b)           To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective
date of such election.  Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request
signed by the Borrower.

       

      (c)           Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

       

      (i)           the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing);

       

      (ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

       

      (iii)           whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

       

      
        
          
          

        

        
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      (iv)           if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

       

      If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration, in the case of a Eurodollar
Borrowing.

       

      (d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

       

      (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

       

      SECTION
2.09.  Termination and Reduction of
Commitments.  (a)  Unless previously terminated, the
Commitments shall termi­nate on the Maturity Date.  Upon the
consummation of any public or private debt offering by EPD or any of its
Subsidiaries on or after December 17, 2008 (or any such debt
offering after the Effective Date and prior to December 17, 2008 in excess of
$500,000,000), other than (i) the Multi-Year Credit Facility (or any replacement
facility therefor) or (ii) debt with a maturity of three years or less, the
Commitments shall be permanently and ratably reduced by the cash proceeds (net
of transaction fees, costs and expenses associated therewith, including
reasonable legal fees and expenses) of such debt offering (or, as to any such
offering prior to December 17, 2008, such net cash proceeds in excess of
$500,000,000) received therefrom.

       

      (b)           The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.11, the sum of the
Exposures would exceed the total Commitments.

       

      (c)           The
Borrower shall notify the Administrative Agent in writing of any election to
terminate or reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not 

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective
Commitments.

       

      SECTION
2.10.  Mandatory Prepayment and
Repayment of Loans; Evidence of Debt.  (a) Within one
(1) Business Day of the consummation of any public or private debt offering
described in Section 2.09(a) and not excluded thereby, if the sum of the
Exposures exceeds the total Commitments, the Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the Lenders the
amount of such excess, to be applied by the Administrative Agent as a ratable
prepayment on the Loans.  On any date on which any Loans shall be
outstanding and any Multi-Year Credit Facility Commitment shall be unused or
otherwise available, the Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender all such outstanding Loans
on such date.  The Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.

       

      (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

       

      (c)           The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders
and each Lender’s share thereof.

       

      (d)           The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

       

      (e)           Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and
substantially in the form of note attached hereto as Exhibit
G.  Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

       

      SECTION
2.11.  Optional Prepayment of
Loans.  (a)  The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with paragraph (b) of this Section.

       

      (b)           The
Borrower shall notify the Administrative Agent by telephone (confirmed promptly
by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
on the date of prepayment.  Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.09, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.09.  Promptly following receipt of any such notice
relating to a Borrowing, the Administrative Agent shall advise the Lenders of
the contents thereof.  Each partial prepayment of any Borrowing shall
be in an amount that is an integral multiple of $1,000,000 and not less than
$1,000,000 in the case of an ABR Borrowing, or $3,000,000 in the case of a
Eurodollar Borrowing.  Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing.  Prepayments
shall be accompanied by accrued interest to the extent required by Section
2.13.

       

      SECTION
2.12.  Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
amount of the unused Commitment of such Lender (determined for each day by
deducting such Lender’s Exposure at the end of each day from such Lender’s
Commitment) during the period from and including the Effective Date to but
excluding the date on which such Commitment terminates.  Accrued
commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year, and on the date on which the Commitments
terminate, commencing on the first such date to occur after the
date hereof.  All commitment fees shall be computed on the basis of a
year of 365 days (or 366 days in leap year) and shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).

       

      (b)           The
Borrower agrees to pay to the Administrative Agent, for the account of Lenders,
fees payable in the amounts and at the times agreed upon between the Borrower
and the Administrative Agent, on behalf of Lenders, pursuant to that certain
letter agreement of even date herewith between Borrower and Administrative
Agent.

       

      (c)           The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

       

      (d)           All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, in the case of commitment,
duration and funding fees, to the Lenders.  Fees paid shall not be
refundable under any circumstances.

       

      SECTION
2.13.  Interest.  (a)  The
Loans comprising each ABR Borrowing shall bear interest on each day at the
Alternate Base Rate for such day plus the Applicable Rate.

       

      (b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable
Rate.

       

      (c)           Reserved.

       

      (d)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated


       

      
        
          
          

        

        
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      maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, 2% plus the  rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

       

      (e)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that
(i) interest accrued pursuant to paragraph (d) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan,
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

       

      (f)           All
interest determined by reference to the LIBO Rate or clause (b) of the
definition of Alternate Base Rate shall be computed on the basis of a year of
360 days, and all other interest shall be computed on the basis of a year of 365
days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).  The applicable Alternate Base Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

       

      (g)           The
Borrower shall pay to each Lender, so long as such Lender shall be required
under regulations of the Board to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Borrowing of such Lender during
such periods as such Borrowing is a Eurodollar Borrowing, from the date of such
Borrowing until such principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by subtracting (i) the LIBO
Rate for the Interest Period in effect for such Eurodollar Borrowing from (ii)
the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Lender for such Interest
Period.  Such additional interest shall be determined by such
Lender.  The Borrower shall from time to time, within 15 days after
demand (which demand shall be accompanied by a certificate comporting with the
requirements set forth in Section 2.15(d)) by such Lender (with a copy of such
demand and certificate to the Administrative Agent) pay to the Lender giving
such notice such additional interest; provided, however, that the
Borrower shall not be required to pay to such Lender any portion of such
additional interest that accrued more than 90 days prior to any such
demand, unless such additional interest was not determinable on the date that is
90 days prior to such demand.

       

      SECTION
2.14.  Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

       

      (a)           the
Administrative Agent determines in good faith (which determination shall be
conclusive and binding on the Borrower) that dollar deposits are not generally
available in the London interbank market in the applicable principal amounts and
Interest Period of such requested Eurodollar Borrowing, or by reason of
circumstances affecting the LIBOR interbank market, adequate and reasonable
means do not exist for ascertaining the LIBO Rate for such Interest Period;
or

       

      
        
          
          

        

        
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      (b)           the
Administrative Agent is advised by the Required Lenders that the LIBO Rate
determined or to be determined for such Interest Period will not adequately and
fairly reflect the cost to such Lenders of making or maintaining their
Eurodollar Loans included in such Eurodollar Borrowing for such Interest Period
(as conclusively certified by such Lenders);

       

      then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
(ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
shall be made as an ABR Borrowing, and (iii) any outstanding Eurodollar Loans
shall be converted, on the first day after the expiration of the Interest Period
applicable to such Eurodollar Loans, to ABR Loans.  Furthermore, until
the Administrative Agent has withdrawn such notice, no further Eurodollar
Borrowings or Eurodollar Loans shall be made or continued as such, nor shall the
Borrower have the right to convert ABR Loans to Eurodollar Loans.

       

      SECTION
2.15.  Illegality; Increased
Costs.  (a)  If any Change in Law shall make it
unlawful or impossible for any Lender to make, maintain or fund its Eurodollar
Loans, such Lender shall so notify the Administrative
Agent.  Upon receipt of such notice, the Administrative Agent shall
immediately give notice thereof to the other Lenders and to the Borrower,
whereupon until such Lender notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Lender to make Eurodollar Loans shall be
suspended.  If such Lender shall determine that it may not lawfully
continue to maintain and fund any of its outstanding Eurodollar Loans to
maturity and shall so specify in such notice, the Borrower shall immediately
prepay (which prepayment shall not be subject to Section 2.11) in full the then
outstanding principal amount of such Eurodollar Loans, together with the accrued
interest thereon.

       

      (b)           If
any Change in Law shall:

       

      (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in Section 2.13(g));
or

       

      (ii)           impose
on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;

       

      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or main­taining any Eurodollar Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

       

      (c)           If
any Lender determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender’s capital
or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement or the 

       

      
        
          
          

        

        
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      Loans made by such Lender to a level below that which such Lender
or such Lender’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then from time to
time the Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender’s holding company for any such
reduction suffered.

       

      (d)           A
certificate of a Lender setting forth, in reasonable detail showing the
computation thereof, the amount or amounts necessary to compensate such Lender
or its holding company, as the case may be, as specified in paragraph (a),
(b) or (c) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  Such certificate shall further
certify that such Lender is making similar demands of its other similarly
situated borrowers.  The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof,
if such certificate complies herewith.

       

      (e)           Failure
or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the Borrower
shall not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than 90 days prior to the date that
such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions
and of such Lender’s intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 90-day period referred to above shall be extended to include the period
of retroactive effect thereof (to the extent that such period of retroactive
effect is not already included in such 90-day period).

       

      SECTION
2.16.  Break
Funding Payments.  In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (excluding any mandatory prepayment of the Loans
pursuant to Section 2.10(a) but including any such payment as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(b) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19, then, in any such event, the Borrower shall compensate each
Lender for the loss, cost and expense (excluding loss of anticipated profits)
attributable to such event.  A certifi­cate of any Lender setting
forth, in reasonable detail showing the computation thereof, any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof, if such certificate
complies herewith.

       

      SECTION 2.17.  Taxes.  (a)  Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the Borrower
shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or any
Lender (as the case may be) receives an amount equal to the sum it would have
received had no 

       

      
        
          
          

        

        
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      such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

       

      (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

       

      (c)           The
Borrower shall indemnify the Administrative Agent and each Lender, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent or such Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower
shall not be required to indemnify or reimburse a Lender pursuant to this
Section for any Indemnified Taxes or Other Taxes imposed or asserted more than
90 days prior to the date that such Lender notifies the Borrower of the
Indemnified Taxes or Other Taxes imposed or asserted and of such Lender’s
intention to claim compensation therefor; provided further that, if the
Indemnified Taxes or
Other Taxes imposed or asserted giving rise to such claims are retroactive, then
the 90-day period referred to above shall be extended to include the period of
retroactive effect thereof (to the extent that such period of retroactive effect
is not already included in such 90-day period).  A certificate setting
forth, in reasonable detail showing the computation thereof, the amount of such
payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

       

      (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

       

      (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at such reduced rate.

       

      (f)           Should
any Lender or the Administrative Agent during the term of this Agreement ever
receive any refund, credit or deduction from any taxing authority to which such
Lender or the Administrative Agent would not be entitled but for the payment by
the Borrower of Taxes (it being understood that the decision as to whether or
not to claim, and if claimed, as to the amount of any such refund, credit or
deduction shall be made by such Lender or the Administrative Agent in its sole
discretion), such Lender, or the Administrative Agent, as the case may be,
thereupon shall repay to the Borrower an amount with respect to such refund,
credit or deduction equal to any net reduction in taxes actually obtained by
such Lender or the Administrative Agent,

       

      
        
          
          

        

        
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       as the case may be, and determined by such Lender or the
Administrative Agent, as the case may be, to be attributable to such refund,
credit or deduction.

       

      (g)           Except
for a request by the Borrower under Section 2.19(b), no Foreign Lender shall be
entitled to the benefits of Sections 2.17(a) or 2.17(c) if withholding tax
is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement or designates a new lending
office.

       

      SECTION
2.18.  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  (a)  The Borrower
shall make each payment required to be made by it hereunder (whether of
principal, interest, fees, or of amounts payable under Section 2.15, 2.16 or
2.17, or otherwise) prior to 1:00 p.m., New York City time, on the date when
due, in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made to the Administrative Agent
to such address and account as Administrative Agent may specify, except that
payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly
to the Persons entitled thereto.  The Administrative Agent shall
distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such
extension.  All payments hereunder shall be made in
dollars.

       

      (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then
due to such parties.

       

      (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered,  such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall
apply).  The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements 

       

      
        
          
          

        

        
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      may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

       

      (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

       

      (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.07(b) or 2.18(d), then the Administrative Agent may, in its discretion
(notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully
paid.

       

      SECTION
2.19.  Mitigation Obligations;
Replacement of Lenders.  (a)  If any Lender requests
compensation under Section 2.15 or Section 2.13(g), or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13(g), 2.15 or 2.17, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.  Subject to the foregoing, Lenders agree to use reasonable
efforts to select lending offices which will minimize taxes and other costs and
expenses for the Borrower.

       

      (b)           If
any Lender requests compensation under Section 2.13(g) or Section 2.15, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to
Section 2.17, or if any Lender defaults in its obligation to fund Loans
hereunder, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unrea­sonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other


       

      
        
          
          

        

        
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      amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.13(g) or
Section 2.15 or payments required to be made pursuant to Section 2.17,
such assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require
such  assignment and delegation cease to apply.  If any
Lender refuses to assign and delegate all its interests, rights and obligations
under this Agreement after the Borrower has required such Lender to do so as a
result of a claim for compensation under Section 2.13(g) or Section 2.15 or
payments required to be made pursuant to Section 2.17, such Lender shall
not be entitled to receive such compensation or required payments.

       

      SECTION
2.20.  Separateness.  The
Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, GP
LLC, Borrower and Manager from each other and from other Persons, including EPCO
and Enterprise GP Holdings L.P. (“EPE”), (ii) that other creditors of the
Borrower, Manager, EPD or GP LLC have likely advanced funds to such Persons in
reliance upon the separateness of the Borrower, Manager,
EPD and GP LLC from each other and from other Persons, including EPCO and EPE,
(iii) that each of the Borrower, Manager, EPD and GP LLC have assets and
liabilities that are separate from those of each other and from other Persons,
including EPCO and EPE, (iv) that the Loans and other obligations owing under
this Agreement, the Notes and documents related hereto or thereto have not been
guaranteed by Manager, GP LLC, EPCO or EPE, and (v) that, except as other
Persons may expressly assume or guarantee this Agreement, the Notes or any
documents related hereto or thereto or any of the Loans or other obligations
thereunder, the Lenders shall look solely to the Borrower, and, pursuant to the
EPD Guaranty Agreement, EPD, and their respective property and assets, and any
property pledged as collateral with respect hereto or thereto, for the repayment
of any amounts payable pursuant hereto or thereto and for satisfaction of any
obligations owing to the Lenders hereunder or thereunder and that neither GP LLC
nor Manager is personally liable to the Lenders for any amounts payable or any
liability hereunder or thereunder.

       

      ARTICLE
III

       

      Representations and
Warranties

       

      The
Borrower represents and warrants to the Lenders that:

       

      SECTION
3.01.  Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly
formed, validly existing and (if applicable) in good standing (except, with
respect to Subsidiaries other than Material Subsidiaries, where the failure to
be in good standing, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect) under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business in all material respects as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and (if applicable) is in good standing in, every juris­diction where such
qualification is required.

       

      SECTION
3.02.  Authorization;
Enforceability.  The Transactions are within the Borrower’s
limited liability company powers and have been duly authorized by all necessary
limited liability company and, if required, member action.  This
Agreement has been duly executed and delivered by the Borrower and constitutes a
legal, valid and binding obligation of 

       

      
        
          
          

        

        
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      the Borrower, enforceable against the Borrower in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

       

      SECTION
3.03.  Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect as of the Effective Date, other than filings after the
Effective Date in the ordinary course of business, (b) will not violate any law
or regulation applicable to the Borrower or the limited partnership agreement,
charter, by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority to which the Borrower or
any of its Subsidiaries is subject, (c) will not violate or result in a default
under any material indenture, agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries that is prohibited
hereby.

       

      SECTION
3.04.  Financial
Condition.  The Borrower has heretofore furnished to the
Lenders the consolidated and consolidating balance sheets of the Borrower and
its consolidated Subsidiaries and the related consolidated (and, as to
statements of income, unaudited consolidating)
statements  of  income, equity and cash flow of the Borrower
and its consolidated Subsidiaries (i) as of and for the fiscal year ended
December 31, 2007, such consolidated financial statements audited by an
independent accounting firm of national standing, and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended September 30, 2008,
unaudited and certi­fied by a Financial Officer.  Such financial
state­ments present fairly, in all material respects, the financial position
and results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above.

       

      SECTION
3.05.  Litigation and Environmental
Matters.  (a) There are no actions, suits or proceedings
by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of its Subsidiaries (i) as to which there is a reasonable possi­bility
of an adverse determination and that, if adversely deter­mined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve this Agreement or the Transactions.

       

      (b)           Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental
Liability.

       

      
        
          
          

        

        
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      (c)           Since
the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in a
Material Adverse Effect.

       

      SECTION
3.06.  Compliance with
Laws.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  No Default has occurred and is
continuing.

       

      SECTION
3.07.  Investment Company
Status.  Neither the Borrower nor any of its Subsidiaries is an
“investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940.

       

      SECTION
3.08.  Taxes.  Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Borrower or
such Subsidiary, as applicable, has set aside on its books adequate reserves or
(b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

       

      SECTION
3.09.  ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.

       

      SECTION
3.10.  Disclosure.  None
of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to
projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

       

      SECTION
3.11.  Subsidiaries.  As
of the Effective Date, the Borrower has no Subsidiaries other than those listed
on Schedule 3.11.  As of the Effective Date, Schedule 3.11 sets forth
the jurisdiction of incorporation or organization of each such Subsidiary, the
percentage of the Borrower’s ownership of the outstanding Equity Interests of
each Subsidiary directly owned by the Borrower, and the percentage of each
Subsidiary’s ownership of the outstanding Equity Interests of each other
Subsidiary.

       

      SECTION
3.12.  Margin
Securities.  Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulations U or X of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan will be used to purchase or
carry any margin stock in violation of said Regulations U or X or to extend
credit to others for the purpose of purchasing or carrying margin stock in
violation of said Regulations U or X.

       

      
        
          
          

        

        
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      ARTICLE
IV

       

      Conditions

       

      SECTION
4.01.  Effective
Date.  The obligations of the Lenders to make Loans hereunder
shall not become effective until the Effective Date which is scheduled to occur
when each of the following conditions is satisfied:

       

      (a)           The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement.

       

      (b)           The
Administrative Agent shall have received favorable written opinions (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
Richard Bachmann, in-house counsel for Borrower and EPD, and Bracewell &
Giuliani LLP, counsel for Borrower and EPD, substantially in the forms of
Exhibits E-1 and E-2.

       

      (c)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to (1) the
organization and existence of the Borrower and EPD, (2) the authorization of the
Transactions and any other legal matters relating to the Borrower, this
Agreement or the Transactions, including a certificate of incumbency evidencing
the specimen signature of each person executing this Agreement and any other
document delivered in connection herewith on behalf of Borrower, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel,
and (3) with respect to EPD, the authorization of the EPD Guaranty Agreement and
any other legal matters relating to EPD, including a certificate of incumbency
evidencing the specimen signature of each person executing the EPD Guaranty
Agreement and any other document delivered in connection herewith on behalf of
EPD, all in form and substance reasonably satisfactory to the Administrative
Agent and its counsel,.

       

      (d)           The
Administrative Agent shall have received the EPD Guaranty Agreement dated as of
the date hereof, duly and validly executed by EPD.

       

      (e)           The
Administrative Agent shall have received each promissory note requested by a
Lender pursuant to Section 2.10(e), each duly completed and executed by the
Borrower.

       

      (f)           The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed by the President, an Executive Vice President or a Financial Officer
of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02.

       

      (g)           The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced
five (5) Business Days prior to closing, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.

       

      (h)           As
of the Effective Date, no Material Adverse Change exists.

       

      
        
          
          

        

        
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      (i)           There
shall not have been any material disruption or material adverse change in the
financial, banking or capital markets generally or in the market for loan
syndications in particular, which the Administrative Agent, in its reasonable
judgment, determines could materially impair the syndication
hereof.

       

      (j)           The
Lenders shall have received (i) the audited financial statements for the
Borrower and its Subsidiaries for the period ended December 31, 2007 (ii) the
unaudited financial statements for the Borrower and its Subsidiaries and EPD’s
Form 10-Q for the fiscal quarter ending September 30, 2008, and (iii) a
certificate from a Financial Officer of the Borrower reflecting pro forma
compliance with Section 6.07 as of September 30, 2008, taking into pro forma
account the Transactions, as if consummated on such date.

       

      (k)           All
necessary governmental and third-party approvals, if any, required to be
obtained by the Borrower in connection with the Transactions and otherwise
referred to herein shall have been obtained and remain in effect (except where
failure to obtain such approvals will not have a Material Adverse Effect), and
all applicable waiting periods shall have expired without any action being taken
by any applicable authority.

       

      The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

       

      SECTION
4.02.  Each
Credit Event.  The obligation of each Lender to make a Loan on
the occasion of any Borrowing (exclusive of continuations and conversions of a
Borrowing) is subject to the satisfaction of the following additional
conditions:

       

      (a)           The
representations and warranties of the Borrower set forth in this Agreement shall
be true and correct in all material respects on and as of the date of such
Borrowing, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they were true and correct
in all material respects as of such earlier date.

       

      (b)           At
the time of and immediately after giving effect to such Borrowing, no Default
shall have occurred and be continuing.

       

      (c)           At
the time of such Borrowing, no Multi-Year Credit Facility Commitment shall be
unused or otherwise available.

       

      Each
Borrowing shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

       

      ARTICLE V

       

      Affirmative
Covenants

       

      Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full, the
Borrower covenants and agrees with the Lenders that:

       

      SECTION
5.01.  Financial Statements and
Other Information.  The Borrower will furnish, or cause to be
furnished,  to the Administrative Agent and each Lender:

       

      
        
          
          

        

        
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      (a)           within
15 days after filing same with the Securities and Exchange Commission (“SEC”), copies of each
annual report on Form 10-K, quarterly report on Form 10-Q and report on Form 8-K
(or any successor or substitute forms) that EPD is required to file with the SEC
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, and any successor statute (the “Exchange
Act”);

       

      (b)           within
15 days after filing same with the SEC, copies of each annual report on Form
10-K, quarterly report on Form 10-Q and report on Form 8-K (or any successor or
substitute forms) that the Borrower is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act;

       

      (c)           if
the Borrower is not subject to the requirements of Section 13 or 15(d) of the
Exchange Act and EPD owns direct subsidiaries (other than the Borrower and its
Subsidiaries), promptly after becoming available and in any event within 105
days after the close of each fiscal year of the Borrower (i) the audited
consolidated balance sheets of the Borrower and its consolidated Subsidiaries as
at the end of such year and (ii) the audited consolidated statements of
income, equity and cash flow of the Borrower and its consolidated Subsidiaries
for such year setting forth in each case in comparative form the corresponding
figures for the preceding fiscal year, which report shall be to the effect that
such statements have been prepared in accordance with GAAP;

       

      (d)           if
the Borrower is not subject to Section 13 or 15(d) of the Exchange Act and EPD
owns direct subsidiaries (other than the Borrower and its Subsidiaries),
promptly after their becoming available and in any event within 60 days after
the close of each of the first three fiscal quarters of each fiscal year of the
Borrower, (i) the unaudited consolidated balance sheets of the Borrower and
its consolidated Subsidiaries as at the end of such quarter and (ii) the
unaudited consolidated statements of income, equity and cash flow of the
Borrower for such quarter, setting forth in each case in comparative form the
corresponding figures for the preceding fiscal year, all of the foregoing
certified by a Financial Officer of the Borrower to have been prepared in
accordance with GAAP subject to normal changes resulting from year-end
adjustment and accompanied
by a written discussion of the financial performance and operating results,
including the major assets, of the Borrower for such quarter; and

       

      (e)           within
60 days after the end of each fiscal quarter of each fiscal year of the
Borrower,  a certificate of a Financial Officer of the Borrower
substantially in the form of Exhibit F (i) certifying as to whether a
Default has occurred that is then continuing and, if a Default has occurred that
is then continuing, specifying the details thereof and any action taken or
proposed to be taken with respect thereto, and (ii) setting forth in reasonable
detail calculations demonstrating compliance with Section 6.07.

       

      SECTION
5.02.  Notices of Material
Events.  The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following:

       

      (a)           the
occurrence of any Event of Default; and

       

      (b)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

       

      
        
          
          

        

        
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      Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

       

      SECTION
5.03.  Existence; Conduct of
Business.  The Borrower will do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution not
prohibited under Section 6.03.

       

      SECTION 5.04.  Maintenance of Properties;
Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear
excepted, and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.

       

      SECTION
5.05.  Books
and Records; Inspection Rights.  The Borrower will, and will
cause each of its Subsidiaries to, keep in accordance with GAAP proper books of
record and account in which full, true and correct entries are made in all
material respects of all dealings and transactions in relation to its business
and activities.  The Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably
requested.

       

      SECTION 5.06.  Compliance with
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

       

      SECTION
5.07.  Use
of Proceeds.  The proceeds of the Loans will be used only (a)
as a backstop for commercial paper, and (b) for working capital, acquisitions
and other company purposes.  No part of the proceeds of any Loan will
be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U
and X.

       

      SECTION
5.08.  Environmental
Matters.  The Borrower has established and implemented, or will
establish and implement, and will cause each of its Subsidiaries to establish
and implement, such procedures as may be necessary to assure that (except for
any failure of the following that, individually or in the aggregate, does not
have a Material Adverse Effect): (i) all property of the Borrower and its
Subsidiaries and the operations conducted thereon are in compliance with and do
not violate the requirements of any Environmental Laws, (ii) no oil or solid
wastes are disposed of or otherwise released on or to any property owned by the
Borrower or its Subsidiaries except in compliance with Environmental Laws, (iii)
no Hazardous Materials will be released on or to any such property in a quantity
equal to or exceeding that quantity which requires reporting pursuant to
Section 103 of CERCLA, and (iv) no oil or Hazardous 

       

      
        
          
          

        

        
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      Materials is released on or to any such property so as to pose an
imminent and substantial endangerment to public health or welfare or the
environment.

       

      SECTION
5.09  ERISA
Information.  The Borrower will furnish to the Administrative
Agent:

       

      (a)  within
15 Business Days after the institution of or the withdrawal or partial
withdrawal by the Borrower, any Subsidiary or any ERISA Affiliate from any
Multiemployer Plan which would cause the Borrower, any Subsidiary or any ERISA
Affiliate to incur withdrawal liability in excess of $25,000,000 (in the
aggregate for all such withdrawals), a written notice thereof signed by an
executive officer of the Borrower stating the applicable details;
and

       

      (b)  within
15 Business Days after an officer of the Borrower becomes aware of any material
action at law or at equity brought against the Borrower, any of its
Subsidiaries, any ERISA Affiliate, or any fiduciary of a Plan in connection with
the administration of any Plan or the investment of assets thereunder, a written
notice signed by an executive officer of the Borrower specifying the nature
thereof and what action the Borrower is taking or proposes to take with respect
thereto.

       

      SECTION
5.10  Taxes.  The
Borrower will, and will cause each of its Subsidiaries to, pay and discharge, or
cause to be paid and discharged, promptly or make, or cause to be made, timely
deposit of all taxes (including Federal Insurance Contribution Act payments and
withholding taxes), assessments and governmental charges or levies imposed upon
the Borrower or any Subsidiary or upon the income or any property of the
Borrower or any Subsidiary; provided, however, that neither
the Borrower nor any Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim if the amount,
applicability or validity thereof shall currently be contested in good faith by
appropriate proceedings diligently conducted by or on behalf of the Borrower or
its Subsidiary, and if the Borrower or its Subsidiary shall have set up reserves
therefor adequate under GAAP or if no Material Adverse Effect shall be
occasioned by all such failures in the aggregate.

       

      ARTICLE
VI

       

      Negative
Covenants

       

      Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full, the Borrower
covenants and agrees with the Lenders that:

       

      SECTION
6.01.  Indebtedness.  The
Borrower will not permit any Subsidiary to create, incur or assume any
Indebtedness, except:

       

      (a)           Indebtedness
of any Person that becomes a Subsidiary of the Borrower, to the extent such
Indebtedness is outstanding at the time such Person becomes a Subsidiary of the
Borrower and was not incurred in contemplation thereof and Indebtedness
refinancing (but not increasing) such Indebtedness, and Indebtedness assumed by
any Subsidiary in connection with its acquisition (whether by merger,
consolidation, acquisition of all or substantially all of the assets or
acquisition that results in the ownership of greater than fifty percent (50%) of
the 

       

      
        
          
          

        

        
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      Equity Interests of a Person) of another Person and Indebtedness
refinancing (but not increasing) such Indebtedness, provided that at the time of
and after giving effect to the incurrence or assumption of such Indebtedness or
refinancing Indebtedness and the application of the proceeds thereof, as the
case may be, the aggregate principal amount of all such Indebtedness, and of all
Indebtedness previously incurred or assumed pursuant to this Section 6.01(a),
and then outstanding, shall not exceed 75% of Consolidated EBITDA for the period
of four full fiscal quarters of the Borrower and its Subsidiaries (and such
Person on a pro forma basis) then most recently ended;

       

      (b)           Indebtedness
of the Subsidiaries not otherwise permitted by this Section 6.01, provided that at the time of
and after giving effect to the incurrence of such Indebtedness and the
application of the proceeds thereof the aggregate principal amount of all such
Indebtedness, and of all Indebtedness previously incurred pursuant to this
Section 6.01(b), and then outstanding, shall not exceed 25% of Consolidated
EBITDA for the period of four fiscal quarters of the Borrower and the
Subsidiaries then most recently ended;

       

      (c)           Indebtedness
of Project Finance Subsidiaries;

       

      (d)           intercompany
Indebtedness;

       

      (e)           Indebtedness
existing on the date hereof and set forth on Schedule 6.01;

       

      (f)           guarantees
of the obligations and Indebtedness hereunder; and

       

      (g)           other
unsecured Indebtedness in an aggregate principal amount not exceeding
$25,000,000 at any time outstanding;

       

      provided, however, that no
Subsidiary (other than a Project Finance Subsidiary) shall create, incur or
assume any Indebtedness pursuant to any provision of this Section 6.01 if an
Event of Default shall have occurred and be continuing or would result from such
creation, incurrence or assumption.

       

      SECTION
6.02.  Liens.  The
Borrower shall not, and shall not permit any Subsidiary  (other than
Project Finance Subsidiaries) or EPD to, create, assume, incur or suffer to
exist any Lien, other than a Permitted Lien, on any Principal Property or upon
any Equity Interests of the Borrower or any Subsidiary (other than Project
Finance Subsidiaries) owning or leasing any Principal Property, now owned or
hereafter acquired by the Borrower or such Subsidiary to secure any Indebtedness
of the Borrower, EPD or any other Person (other than the Indebtedness under this
Agreement), without in any such case making effective provision whereby any and
all Indebtedness under this Agreement then outstanding will be secured by a Lien
equally and ratably with, or prior to, such Indebtedness for so long as such
Indebtedness shall be so secured.  Notwithstanding the foregoing, the
Borrower may, and may permit any Subsidiary (other than a Project Finance
Subsidiary) and EPD to, create, assume, incur or suffer to exist any Lien upon
any Principal Property to secure Indebtedness of the Borrower, EPD or any other
Person (other than the Indebtedness under this Agreement), other than a
Permitted Lien without securing the Indebtedness under this Agreement, provided
that the
aggregate principal amount of all Indebtedness then outstanding secured by such
Lien and all similar Liens together with the aggregate amount of Attributable
Indebtedness deemed to be outstanding in respect of all 

       

      
        
          
          

        

        
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      Sale/Leaseback Transactions (exclusive of any Permitted
Sale/Leaseback Transactions), does not exceed 10% of Consolidated Net Tangible
Assets.

       

      SECTION
6.03.  Fundamental
Changes.  The Borrower will not merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with
it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all of its assets, or all or
substantially all of the Equity Interests of any of its Subsidiaries (other than
Project Finance Subsidiaries) (in each case, whether now owned or here­after
acquired), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Person may merge into or consolidate with the Borrower in a
transaction in which the Borrower is the surviving entity and (ii) Borrower may
sell or otherwise dispose of all or any portion of the Equity Interests of any
of its Subsidiaries.

       

      SECTION
6.04.  Investment
Restriction.  Neither the Borrower nor any Subsidiary (other
than a Project Finance Subsidiary) will make or suffer to exist investments in
Project Finance Subsidiaries, in the aggregate at any one time outstanding, in
excess of the sum of (i) the amount of investments existing as of the Effective
Date in Project Finance Subsidiaries, (ii) $150,000,000, and (iii) the amount of
any portion of the investments permitted by this Section 6.04 repaid to the
Borrower or any Subsidiary as a dividend, repayment of a loan or advance,
release or discharge of a guarantee or other obligation or other transfer of
property or return of capital, as the case may be, occurring
after the Effective Date.  Computation of the amount of any investment
shall be made without any adjustment for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such investment or interest
or other earnings on such investment.

       

      SECTION
6.05.  Restricted
Payments.  The Borrower will not, and will not permit any of
its Subsidiaries (other than Project Finance Subsidiaries) to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, except
as long as no Event of Default has occurred and is continuing or would result
therefrom, (i) the Borrower and the Subsidiaries may make Restricted Payments
necessary to fund the Program, (ii) the Borrower may make Restricted Payments
from Available Cash (as defined in the Company Agreement) from Operating Surplus
(as defined in the Company Agreement) cumulative from January 1, 1999
through the date of such Restricted Payment, (iii) any Subsidiary may buy back
any of its own Equity Interests, and (iv) the Borrower and its Subsidiaries may
make payments or other distributions to officers, directors or employees with
respect to the exercise by any such Persons of options, warrants or other rights
to acquire Equity Interests in EPD, the Borrower or such Subsidiary issued
pursuant to an employment, equity award, equity option or equity appreciation
agreement or plans entered into by EPD, the Borrower or such Subsidiary in the
ordinary course of business; provided, that even if an Event
of Default shall have occurred and is continuing, no Subsidiary shall be
prohibited from upstreaming dividends or other payments to the Borrower or any
Subsidiary (which is not a Project Finance Subsidiary) or making, in the case of
any Subsidiary that is not wholly-owned (directly or indirectly) by the
Borrower, ratable dividends or payments, as the case may be, to the other owners
of Equity Interests in such Subsidiary.

       

      SECTION
6.06.  Restrictive
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries (other than Project Finance Subsidiaries) to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement with any Person, other than the Lenders pursuant hereto, which
prohibits, restricts or imposes any conditions upon the ability of 

       

      
        


        
          
            
            

          

          
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        any Subsidiary (other than
Project Finance Subsidiaries) to (a) pay dividends or make other distributions
or pay any Indebtedness owed to the Borrower or any Subsidiary, or (b) make
subordinate loans or advances to or make
other investments in the Borrower or any Subsidiary in each case, other than
restrictions or conditions contained in, or existing by reasons of, any
agreement or instrument (i) existing on the date hereof and identified on
Schedule 6.06, (ii) relating to property existing at the time of the acquisition
thereof, so long as the restriction or condition relates only to the property so
acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary
at the time such Subsidiary was merged or consolidated with or into, or acquired
by, the Borrower or a Subsidiary or became a Subsidiary and not created in
contemplation thereof, (iv) effecting a renewal, extension, refinancing, refund
or replacement (or successive extensions, renewals, refinancings, refunds or
replacements) of Indebtedness issued under an agreement referred to in clauses
(i) through (iii) above, so long as the restrictions and conditions contained in
any such renewal, extension, refinancing, refund or replacement agreement, taken
as a whole, are not materially more restrictive than the restrictions and
conditions contained in the original agreement, as determined in good faith by
the board of directors of the Manager, (v) constituting customary provisions
restricting subletting or assignment of any leases of the Borrower or any
Subsidiary or provisions in agreements that restrict the assignment of such
agreement or any rights thereunder, (vi) constituting restrictions on the sale
or other disposition of any property securing Indebtedness as a result of a Lien
on such property permitted hereunder, (vii) constituting
any temporary encumbrance or restriction with respect to a Subsidiary under an
agreement that has been entered into for the disposition of all or substantially
all of the outstanding Equity Interests of or assets of such Subsidiary, provided that such
disposition is otherwise permitted hereunder, (viii) constituting customary
restrictions on cash, other deposits or assets imposed by customers and other
persons under contracts entered into in the ordinary course of business, (ix)
constituting provisions contained in agreements or instruments relating to
Indebtedness that prohibit the transfer of all or substantially all of the
assets of the obligor under that agreement or instrument unless the transferee
assumes the obligations of the obligor under such agreement or instrument or
such assets may be transferred subject to such prohibition, (x) constituting a
requirement that a certain amount of Indebtedness be maintained between a
Subsidiary and the Borrower or another Subsidiary, (xi) constituting any
restriction or condition with respect to property under an agreement that has
been entered into for the disposition of such property, provided that such
disposition is otherwise permitted hereunder, (xii) constituting any restriction
or condition with respect to property under a charter, lease or other agreement
that has been entered into for the employment of such property or (xiii) that is
a Hybrid Security or an indenture, document, agreement or security entered into
or issued in connection with a Hybrid Security or otherwise constituting a
restriction or condition on the payment of dividends or distributions by an
issuer of a Hybrid Security.

      

       

      SECTION
6.07  Financial Condition
Covenant.

       

      Ratio of Consolidated
Indebtedness to Consolidated EBITDA. The Borrower shall not permit its
ratio of Consolidated Indebtedness to Consolidated EBITDA in each case for the
four full fiscal quarters most recently ended to exceed:

       

      5.00 to 1.00 as of the last
day of any fiscal quarter;

       

      provided, following a
Specified Acquisition (defined below), such ratio shall not exceed

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      5.50 to 1.00 as of the last
day of (i) the fiscal quarter in which the Specified Acquisition occurred (the
“Acquisition
Quarter”), and (ii) the first fiscal quarter following the Acquisition
Quarter.

       

      As used
herein, “Specified
Acquisition” means, at the election of Borrower, one or more acquisitions
of assets or entities or operating lines or divisions in any rolling 12-month
period for an aggregate purchase price of not less than $100,000,000; provided, in the
event the Debt Coverage Ratio exceeds 5.00 to 1.00 at the end of any fiscal
quarter in which one or more acquisitions otherwise qualifying as a Specified
Acquisition but for Borrower’s failure to so elect shall have occurred, Borrower
shall be deemed to have so elected a Specified Acquisition with respect thereto;
provided, further, following
the election (or deemed election) of a Specified Acquisition, Borrower may not
elect (or be deemed to have elected) a subsequent Specified Acquisition unless,
at the time of such subsequent election, the Debt Coverage Ratio does not exceed
5.00 to 1.00.

       

      For
purposes of calculating such ratio the Project Finance Subsidiaries shall be
disregarded and Consolidated EBITDA and Consolidated Interest Expense in any
prior fiscal quarters attributable to assets contributed to DEP shall be
excluded from the calculation of Consolidated EBITDA and Consolidated Interest
Expense for such prior fiscal quarters; however, such exclusion does
not apply
to, and there shall be included in such calculation, (A) the amount of cash
dividends or distributions payable with respect to such a period by a Project
Finance Subsidiary or DEP which are actually received by the Borrower or a
Subsidiary (other than a Project Finance Subsidiary) on or prior to the date the
financial statements with respect to such period referred to in Section 5.01 are
required to be delivered by Borrower, and (B) with respect to EBITDA of a
subsidiary owned jointly by DEP and the Borrower, excluding amounts actually
dividended or distributed by such subsidiary and received by the owners thereof,
an amount equal to such subsidiary’s EBITDA times the Borrower’s
direct or indirect ownership percentage of the Equity Interests in such
subsidiary (other than through DEP).  For purposes of this Section
6.07, if during any period of four fiscal quarters the Borrower or any
Subsidiary acquires any Person (or any interest in any Person) or all or
substantially all of the assets of any Person, the EBITDA attributable to such
assets or an amount equal to the percentage of ownership of the Borrower or a
Subsidiary, as the case may be, in such Person times the EBITDA of such Person,
for such period determined on a pro forma basis (which determination, in each
case, shall be subject to approval of the Administrative Agent, not to be
unreasonably withheld) may be included as Consolidated EBITDA for such period as
if such acquisition occurred on the first day of such four fiscal quarter
period; provided that during the
portion of such period that follows such acquisition, the computation in respect
of the EBITDA of such Person or such assets, as the case may be, shall be made
on the basis of actual (rather than pro forma) results.

       

      In
addition, for purposes of this Section 6.07, Hybrid Securities up to an
aggregate amount of 15% of Consolidated Total Capitalization shall be excluded
from Consolidated Indebtedness and Consolidated EBITDA may include, at
Borrower’s option, any Material Project EBITDA Adjustments as provided in the
definition thereof.

       

      ARTICLE
VII

       

      Events of
Default

       

      If any of
the following events (“Events of Default”)
shall occur:

       

      
        
          
          

        

        
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      (a)           the
Borrower shall fail to pay any principal of any Loan when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for
prepay­ment thereof or otherwise;

       

      (b)           the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five (5)
Business Days;

       

      (c)           any
representation or warranty made or deemed made by or on behalf of the Borrower,
EPD or any Subsidiary of the Borrower in or in connection with this Agreement or
any amendment or modification hereof or waiver hereunder, or in any report,
certificate, financial
statement or other document furnished pursuant to or in connection with this
Agreement or any amendment or modification hereof or waiver hereunder, shall
prove to have been incorrect in any material respect when made or deemed made
and such materiality is continuing;

       

      (d)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02, 5.03 (with respect to the Borrower’s existence)
or 5.07 or in Article VI;

       

      (e)           the
Borrower shall fail to observe or perform any covenant, condition or
agree­ment contained in this Agreement (other than those specified in clause
(a), (b) or (d) of this Article), and such failure shall continue unremedied for
a period of 30 days after written notice thereof from the Administrative
Agent to the Borrower (which notice will be given at the request of any
Lender);

       

      (f)           the
Borrower or any Material Subsidiary (other than Project Finance Subsidiaries)
shall (i) fail to pay (A) any principal of or premium or interest on any
Material Indebtedness of the Borrower or such Material Subsidiary (as the case
may be), or (B) aggregate net obligations under one or more Hedging Agreements
(excluding amounts the validity of which are being contested in good faith by
appropriate proceedings, if necessary, and for which adequate reserves with
respect thereto are maintained on the books of the Borrower or such Material
Subsidiary (as the case may be)) in excess of $25,000,000, in each case when the
same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Material Indebtedness or such Hedging Agreements; or
(ii) default in the observance or performance of any covenant or obligation
contained in any agreement or instrument relating to any such Material
Indebtedness that in substance is customarily considered a default in loan
documents (in each case, other than a failure to pay specified in clause (i) of
this subsection (f)) and such default shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the effect thereof
is to accelerate the maturity of such Material Indebtedness or require such
Material Indebtedness to be prepaid prior to the stated maturity thereof; for
the avoidance of doubt the parties acknowledge and agree that any payment
required to be made under a guaranty of payment or collection described in
clause (c) of the definition of Indebtedness shall be due and payable at
the time such payment is due and payable under the terms of such guaranty
(taking into account any applicable grace period) and such payment shall be
deemed not to have been accelerated or required to be prepaid prior to its
stated maturity as a result of the obligation guaranteed having become
due;

       

      
        
          
          

        

        
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      (g)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
the Borrower or any Material Subsidiary (other than Project Finance
Subsidiaries) or its debts, or of a substantial part of its assets, under
any  Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, seques­trator, conservator or similar official
for the Borrower or any Material Subsidiary (other than Project Finance
Subsidiaries) or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall be
entered;

       

      (h)           the
Borrower or any Material Subsidiary (other than Project Finance Subsidiaries)
shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of this
Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar offi­cial for the
Borrower or any Material Subsidiary (other than Project Finance Subsidiaries) or
for a substan­tial part of its assets, (iv) file an answer
admit­ting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the
fore­going;

       

      (i)           the
Borrower or any Material Subsidiary (other than Project Finance Subsidiaries)
shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due;

       

      (j)           one
or more judgments for the payment of money in an aggregate uninsured amount
equal to or greater than $50,000,000 shall be rendered against the Borrower or
any Material Subsidiary (other than Project Finance Subsidiaries) or any
combination thereof and the same shall remain undischarged for a period of
30 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of the Borrower or any such Material Subsidiary to enforce any
such judgment;

       

      (k)           an
ERISA Event shall have occurred that, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower and its Subsidiaries in an aggregate amount exceeding
$25,000,000 for all periods;

       

      (l)           EPD
takes, suffers or permits to exist any of the events or conditions referred to
in clauses (g), (h), (i) or (j) of this Article or if the section of the EPD
Guaranty Agreement that contains the payment obligation shall for any reason
cease to be valid and binding on EPD or if EPD shall so state in
writing;

       

      (m)           the
Manager or GP LLC takes, suffers or permits to exist any of the events or
conditions referred to in clauses (g), (h) or (i) of this Article;

       

      (n)           a
Change in Control shall occur; or

       

      
        
          
          

        

        
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      (o)           an
“Event of Default” has occurred and is continuing under the Multi-Year Credit
Facility;

       

      then, and
in every such event (other than an event with respect to the Borrower described
in clause (g) or (h) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent at the request of the
Required Lenders shall, by notice to the Borrower, take either or both of the
following actions, at the same or different times:  (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then out­standing to be due and payable in whole
(or in part, in which case any principal not so declared to be due and payable
may thereafter be declared to be due and payable), and thereupon the principal
of the Loans so declared to be due and payable, together with accrued
interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become  due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in
clause (g) or (h) of this Article, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, without present­ment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower.

       

      ARTICLE
VIII

       

      The Administrative
Agent

       

      Each of
the Lenders hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

       

      The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent, and such bank and its
Affili­ates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

       

      The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable to the Lenders
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as 

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

       

      
        provided
in Section 9.02) or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      

       

      The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

       

      The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.
Anything herein to the contrary notwithstanding, neither the Administrative
Agent, the Syndication Agents, the Documentation Agents, the Joint Lead
Arrangers nor the Joint Book Runners listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement, the Notes or any
documents related hereto or thereto, except in its capacity, as applicable, as
Administrative Agent or a Lender hereunder.

       

      Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, with the Borrower’s approval (which
will not be unreasonably withheld), to appoint a successor.  If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, with the Borrower’s approval (which will not be unreasonably withheld or
delayed, and the Borrower’s approval shall not be required if an Event of
Default has occurred which is continuing), on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank and such bank, or its Affiliate, as
applicable, shall have capital and surplus equal to or greater than
$500,000,000.  If no successor agent has accepted appointment as the
Administrative Agent by the date which is thirty (30) days following the
retiring 

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      
        Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation
shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder.  The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative
Agent.

      

       

      Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and informa­tion as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any related agreement
or any document furnished hereunder or thereunder.

       

      ARTICLE
IX

       

      Miscellaneous

       

      SECTION
9.01.  Notices.  Except
in the case of notices and other communications expressly permitted to be given
by telephone, and except as provided in Section 9.01(d), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

       

      (a)           if
to the Borrower, to it at 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002, Attention of Treasurer (Telecopy No.
713/381-8200);

       

      (b)           if
to the Administrative Agent, to The Royal Bank of Scotland plc, RBS Global
Banking and Markets, 600 Steamboat Road, Greenwich, CT 06830, Attention of Juan
Zuniga (Telecopy No. 203-873-5300), with a copy to The Royal Bank of Scotland
plc, 600 Travis, Suite 6500, Houston, Texas 77002, Attention of John Reed
(Telecopy No. 713-221-2428); and

       

      (c)           if
to any other Lender, to it at its address (or telecopy number) of record with
the Administrative Agent, which Administrative Agent shall provide to the
Borrower or any Lender upon request from time to time.

       

      All such
notices and other communications shall be deemed to be given or made upon the
actual receipt by the relevant party hereto during the recipient’s normal
business hours.  In no event shall a voice mail message be effective
as a notice, communication or confirmation hereunder.

       

      
        
          
          

        

        
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          The Borrower
will have the option to provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the
Administrative Agent pursuant to this Agreement or any other document executed
in connection herewith, including, without limitation, all notices, requests,
financial statements, financial and other reports, certificates and other
information materials, but excluding any such communication that (i) relates to
a request for a new, or a conversion of an existing, Borrowing or other
extension of credit (including any election of an interest rate or Interest
Period relating thereto), (ii) relates to the payment of any principal or other
amount due under this Agreement prior to the scheduled date therefor, (iii)
provides notice of any Default or Event of Default, or (iv) other than the
requirements set forth in Sections 3.04, 4.01(j) and 5.01, is required to be
delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any Borrowing or any other extension of credit hereunder (all
such non-excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium in a format
acceptable to the Administrative Agent.  The Borrower further agrees
that the Administrative Agent may make the Communications available to the
Lenders by posting the Communications on SyndTrak or a substantially similar
electronic transmission system (the “Platform”).  The
Borrower acknowledges that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution.  The
Platform is provided “as is” and “as available”.  The Agent Parties
(as defined below) do not warrant the accuracy or completeness of the
Communications, or the adequacy of the Platform and expressly disclaim liability
for errors or omissions in the Communications.  No warranty of any
kind, express, implied or statutory, including, without limitation, any warranty
of merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the Agent
Parties in connection with the Communications or the Platform.  In no
event shall the Administrative Agent or any of its affiliates or any of their
respective officers, directors, employees, agents, advisors or representatives
(collectively, “Agent Parties”) have any liability to the Borrower, any Lender
or any other Person or entity for damages of any kind, including, without
limitation, direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) arising out of the
Borrower’s or the Administrative Agent’s transmission of Communications through
the internet, except to the extent the liability of any Agent Party is found in
a final non-appealable judgment by a court of competent jurisdiction to have
resulted primarily from such Agent Party’s gross negligence or willful
misconduct.  The Administrative Agent agrees that the receipt
of the Communications by the Administrative Agent at its e-mail address as
specified by the Administrative Agent from time to time during its normal
business hours shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of this Agreement and any other documents
executed in connection herewith.  Each of the Lenders agrees that
notice to it (as provided in the next sentence) specifying that the
Communications have been posted to the Platform shall constitute effective
delivery of the Communications to such Lender for purposes of this Agreement and
any other documents executed in connection herewith.  Each of the
Lenders agrees (i) to notify the Administrative Agent in writing (including by
electronic communication) from time to time of such Lender’s, e-mail address to
which the foregoing notice may be sent by electronic transmission, and (ii) that
the foregoing notice may be sent to such e-mail address.  Nothing
herein shall prejudice the right of the Administrative Agent or any Lender to
give any notice or other communication pursuant hereto or any other document
executed in connection herewith in any other manner specified herein or
therein.

       

      
        
          
          

        

        
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      Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

       

      SECTION
9.02.  Waivers;
Amendments.  (a)  No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power.  The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of this Agree­ment or consent to
any departure by the Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effec­tive only in the specific instance and for
the purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

       

      (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase or extend the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender,
(v) release EPD from any of its monetary obligations under the EPD Guaranty
Agreement without the written consent of each Lender, or (vi) change any of
the provisions of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the  written consent of each
Lender; provided
further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent hereunder without the prior
written consent of the Administrative Agent.

       

      SECTION
9.03.  Expenses; Indemnity; Damage
Waiver.  (a)  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of one law
firm as counsel for the Administrative Agent, in connection with the syndication
(prior to the Effective Date) of the credit facilities provided for herein, the
preparation and administration of this Agreement or any amendments,
modifications or waivers of the provi­sions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and
(ii) all out-of-pocket expenses reasonably incurred during the existence of
an Event of Default by the Administrative Agent or

       

      
        
          
          

        

        
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      any
Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during  any workout,
restructuring or negotiations in respect of such Loans.

       

      (b)           The
Borrower shall indemnify the Administrative Agent and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the
proceeds therefrom, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available (x) to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee or any Related Party of such
Indemnitee, or (y) in connection with disputes among or between the
Administrative Agent, Lenders and/or their respective Related
Parties.

       

      (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent, such Lender’s
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent in its
capacity as such.

       

      (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or the use of the
proceeds thereof.

       

      (e)           All
amounts due under this Section shall be payable not later than 30 days after
written demand therefor, such demand to be in reasonable detail setting forth
the basis for and method of calculation of such amounts.

       

      SECTION
9.04.  Successors and
Assigns.  (a)  The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void).  

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

       

      (b)           Any
Lender may assign to one or more assignees (other than the Borrower or an
Affiliate of the Borrower) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided  that
(i) except in the case of an assignment to a Lender or an Affiliate of a
Lender, each of the Borrower and the Administrative Agent must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld or delayed), (ii) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lender’s Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall result in the assignor retaining a Commitment of not less than
$10,000,000 and shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement, (iv) the
parties (other than the Borrower) to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and any tax forms mandated by Section 2.17 hereunder and
(vi) no assignment to a foreign bank shall be made hereunder unless, at the
time of such assignment, there is no withholding tax applicable with respect to
such foreign bank for which the Borrower would be or become responsible under
Section 2.17; and provided further that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default has occurred and is
continuing.  Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified
in each Assignment and Acceptance the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Accep­tance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obliga­tions under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 as to
matters occurring on or prior to date of assignment).  Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.

       

      (c)           The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices, the address of which shall be made available to
any party to this Agreement upon request: a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and
principal amount of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).  The
entries in the Register shall be conclusive absent manifest error, 

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      
        and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Lender, as to its Commitment and Loans only, at any reasonable time and from
time to time upon reasonable prior notice.

      

       

      (d)           Upon
its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this
Section, and any tax forms mandated by Section 2.17 hereof, the Administrative
Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register.  No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

       

      (e)           Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a ”Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b) that affects such
Participant.

       

      (f)           A
Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior
written consent.  A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender and has zero withholding at the time of
participation.

       

      (g)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender
to a Federal Reserve Bank, and this Section shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

       

      SECTION
9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instru­ments  delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other 

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

      
         

        parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstand­ing and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

      

       

      SECTION
9.06.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  This Agreement shall become effective on
the Effective Date, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

       

      SECTION
9.07.  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

       

      SECTION
9.08.  Right
of Setoff.  If an Event of Default shall have occurred and be
continuing and the Required Lenders have directed the Administrative Agent to
accelerate under Article VII, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured.  The rights of each Lender
under this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

       

      SECTION
9.09.  Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  This Agreement
shall be construed in accordance with and governed by the law of the State of
New York.

       

      
        (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New 

      

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      York, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law,
in such Federal court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement shall affect any right
that the Administrative Agent or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement against the Borrower or its
proper­ties in the courts of any jurisdiction.

       

      (c)           The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or
here­after have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

       

      (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

       

      SECTION
9.10.  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREE­MENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.

       

      SECTION
9.11.  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

       

      SECTION
9.12.  Confidentiality.  Each
of the Administrative Agent, the Syndication Agents, the Documentation Agents,
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the
extent  required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) 

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      
        subject
to an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent, Syndication Agents, the
Documentation Agents or any Lender on a nonconfidential basis from a source
other than the Borrower and its Related Parties. For the purposes of this
Section, “Information” means all information received from the Borrower relating
to the Borrower or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Borrower.

      

       

      SECTION
9.13.  Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
appli­cable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together (to the extent lawful) with
interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.

       

      SECTION
9.14.  Liability of
Manager.  It is hereby understood and agreed that Manager shall
have no personal liability, as a member of the Borrower or otherwise, for the
payment of any amount owing or to be owing hereunder.

       

      SECTION
9.15.  USA
Patriot Act Notice.  Each Lender and Agent (for itself and not
on behalf of any Lender) hereby notifies Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies Borrower, which
information includes the name and address of Borrower and other information that
will allow such Lender or the Agent, as applicable, to identify Borrower in
accordance with the Act.  The Borrower shall, following a request by
the Agent or any Lender, provide all documentation and other information that
the Agent or such Lender reasonably requests in order to comply with its ongoing
obligations under applicable "know your customer" and anti-money laundering
rules and regulations, including the Act.

       

      [Signature
Pages to Follow]

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      By:  Enterprise
Products OLPGP, Inc.,

      its Manager

      


      


      By: 
     
/s/ Bryan F.
Bulawa                                  
 

      Bryan F. Bulawa

      Vice President and
Treasurer

       

       

      
        
          55

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THE ROYAL
BANK OF SCOTLAND plc,

      as
Administrative Agent and a Lender

      


      


      By: 
   /s/ Brian D.
Williams                                        
  

      Name:  Brian D.
Williams

      Title:    Vice
President

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      BARCLAYS
BANK PLC,

      as a
Co-Arranger and a Lender

      


      


      By:     /s/ Nicholas A.
Bell                                          


      Name:  Nicholas A.
Bell

      Title:   
Director

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      THE BANK
OF NOVA SCOTIA,

      as a
Co-Arranger and a Lender

      


      


      By:    /s/ Andrew Ostrov for David
Mills                         
                                                                           

      Name:  Andrew Ostrov for David
Mills

      Title:    Director

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      DNB NOR
BANK ASA,

      as a
Co-Arranger and a Lender

      


      


      By:     /s/ Sanjiv
Nayar                                                 
                                                                           

      Name:  Sanjiv Nayar

      Title:    Senior Vice
President

      


      


      By:     /s/ Barbara
Gronquist                                           


      Name:  Barbara
Gronquist

      Title:    Senior Vice
President

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      WACHOVIA
BANK,

       NATIONAL
ASSOCIATION,

      as a
Co-Arranger and a Lender

      


      


      By:     /s/ Ty J.
Peterson                                             
                                                                           

      Name:  Ty J. Peterson

      Title:    Vice
President

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
2.01

       

      COMMITMENTS

       

      
        	
                Lender

              	
                Commitment

              
	
                The
      Royal Bank of Scotland plc

              	
                $75,000,000

              
	
                Barclays
      Bank PLC

              	
                $75,000,000

              
	
                The
      Bank of Nova Scotia

              	
                $75,000,000

              
	
                DNB
      NOR Bank ASA

              	
                $75,000,000

              
	
                Wachovia
      Bank, National Association

              	
                $75,000,000

              
	
                TOTAL

              	
                $375,000,000

              


      

      


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

      Form
of

      Assignment and
Assumption

      


      This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below
([the][each, an] “Assignor”) and
[the][each]2 Assignee identified in item 2 below
([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

      


      For an
agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors],
subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
[the Assignor][the respective Assignors] under the respective facilities
identified below (including without limitation any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any]
Assignor.

      


      1.           Assignor[s]:                                           ________________________________

      


      
        	
                 
      

              	
                ______________________________

              


      

      


      
        	
                2.

              	
                Assignee[s]:

              	
                ______________________________

              


      

      


      
        	
                 
      

              	
                ______________________________

              


      

      
        	
                [for
      each Assignee, indicate [Affiliate] of [identify
      Lender]

              


      

      


      
        	
                3.

              	
                Borrower:

              	
                Enterprise
      Products Operating LLC

              


      

      


      
        	
                4.

              	
                Administrative
      Agent:

              	
                The
      Royal Bank of Scotland plc, as the administrative agent under the Credit
      Agreement

              


      

      

        

      

        
        1 For
bracketed language here and elsewhere in this form relating to the Assignor(s),
if the assignment is from a single Assignor, choose the first bracketed
language.  If the assignment is from multiple Assignors, choose the
second bracketed language.

      

        
        2 For
bracketed language here and elsewhere in this form relating to the Assignee(s),
if the assignment is to a single Assignee, choose the first bracketed
language.  If the assignment is to multiple Assignees, choose the
second bracketed language.

      

        
        3
Select as appropriate.

      

        
        4
Include bracketed language if there are either multiple Assignors
or multiple Assignees.

         

         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

         

      

      5.           Credit
Agreement:                                           The
$375,000,000 364-Day Credit Agreement dated as of November 17, 2008 among
Enterprise Products Operating LLC, the Lenders parties thereto, The Royal Bank
of Scotland plc, as Administrative Agent, and the other agents parties
thereto

      


      
        	
                6.

              	
                Assigned
      Interest[s]:

              


      

      
        	
                Assignor[s]5

              	
                Assignee[s]6

              	
                Aggregate
      Amount of Commitment/Loans for all Lenders7

              	
                Amount
      of Commitment/Loans Assigned8

                 

              	
                Percentage
      Assigned of Commitment/Loans8

              	
                CUSIP
      Number

              
	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      


      

      


      [7.           Trade
Date:                                           ______________]9

      


      Effective
Date:   _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

      


      The terms
set forth in this Assignment and Assumption are hereby agreed to:

      


      ASSIGNOR[S]10

      
        [NAME OF
ASSIGNOR]


      

      


      By:______________________________

         Title:

       

      
        [NAME OF
ASSIGNOR]

      

      
 

      


      By:______________________________

         Title:

      


      ASSIGNEE[S]11

      [NAME OF
ASSIGNEE]

      


      


      By:______________________________

         Title:

      


      [NAME OF
ASSIGNEE]

      


      


      By:______________________________

         Title:

      

        

      

        
        5 List
each Assignor, as appropriate.

      

        
        6 List
each Assignee, as appropriate.

      

        
        7 Amount
to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective
Date.

      

        
        8 Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.

      

        
        9 To be
completed if the Assignor(s) and the Assignee(s) intend that the minimum
assignment amount is to be determined as of the Trade Date.

      

        
        10 Add
additional signature blocks as needed.

      

        
        11 Add
additional signature blocks as needed.

      

       

       

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      [Consented
to and]12
Accepted:

      


      THE ROYAL
BANK OF SCOTLAND plc, as

        Administrative
Agent

      


      By_________________________________

        Title:

      


      [Consented
to:]13

      


      ENTERPRISE
PRODUCTS OPERATING LLC

      


      By:
Enterprise Products OLPGP, Inc., its Manager

      


      By________________________________

        Title:

      

        

      

        
        12 To be
added only if the consent of the Administrative Agent is required by the terms
of the Credit Agreement.

      

        
        13 To be
added only if the consent of the Borrower is required by the terms of the Credit
Agreement.

         

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

      ANNEX
1

       

       

      
 

      ENTERPRISE
PRODUCTS OPERATING LLC

      


      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

      


      1.  Representations and
Warranties.

      


      1.1  Assignor[s].  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other related document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or other related documents or any collateral thereunder, (iii)
the financial condition of the Borrower, any of its Subsidiaries or Affiliates
or any other Person obligated in respect of the Credit Agreement or other
related document or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under the Credit Agreement or any other related
document.

      


      1.2.  Assignee[s].  [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all the requirements to be an
assignee under Section 9.04(b) of the Credit Agreement (subject to such
consents, if any, as may be required under Section 9.04(b)(i) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets
of the type represented by the Assigned Interest and either it, or the person
exercising discretion in making its decision to acquire the Assigned Interest,
is experienced in acquiring assets of such type, (v) it has received a copy of
the Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as
it deems appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest,
(vi) it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and
(vii) if it is a Foreign Lender, attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by [the][such] Assignee; and (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement or other related documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement or other related documents are required to be performed by it as a
Lender.

      


      2.  Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the][the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

      


      3.  General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      effective
as delivery of a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

       

      FORM
OF BORROWING REQUEST

       

      Dated
__________

       

      The Royal
Bank of Scotland plc,

        as
Administrative Agent

      _____________

      _____________,
_____________

      Attn:
Syndication Agency Services

       

      Ladies
and Gentlemen:

       

      This
Borrowing Request is delivered to you by Enterprise Products Operating LLC (the
“Borrower”), a Texas limited liability company, under Section 2.03 of the
364-Day Revolving Credit Agreement dated as of November 17, 2008 (as restated,
amended, modified, supplemented and in effect, the “Credit Agreement”), by and
among the Borrower, the Lenders party thereto, and The Royal Bank of Scotland
plc, as Administrative Agent.

       

      1.           The
Company hereby requests that the Lenders make a Loan or Loans in the aggregate
principal amount of $______________ (the “Loan” or the “Loans”).1/

       

      2.           The
Company hereby requests that the Loan or Loans be made on the following Business
Day: 2/

       

      3.           The
Company hereby requests that the Loan or Loans bear interest at the following
interest rate, plus the
Applicable Rate, as set forth below:

       

      
        	
                Type
      of

                Loan

              	
                Principal

                Component
      of

                Loan

              	
                Interest

                Rate

              	
                Interest
      Period

                (if applicable)

              	
                Maturity
      Date for

                Interest
      Period

                 (if applicable)

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      4.           The
Company hereby requests that the funds from the Loan or Loans be disbursed to
the following bank account: ______________________________.

       

       

      
        


        _________________________________________

        1.
Complete with an amount in accordance with Section 2.03 of the Credit
Agreement.

         

        2.
Complete with a Business Day in accordance with Section 2.03 of the Credit
Agreement.

         

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

      

       

      5.           After
giving effect to the requested Loan, the sum of the Exposures outstanding as of
the date hereof (including the requested Loans) does not exceed the maximum
amount permitted to be outstanding pursuant to the terms of the Credit
Agreement.

       

      6.           All
of the conditions applicable to the Loans requested herein as set forth in the
Credit Agreement have been satisfied as of the date hereof and will remain
satisfied to the date of such Loans.

       

      7.           All
capitalized undefined terms used herein have the meanings assigned thereto in
the Credit Agreement.

       

      IN
WITNESS WHEREOF, the undersigned have executed this Borrowing Request this _____
day of _______________, ______.

       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      By:           Enterprise
Products OLPGP, Inc.,

      its Manager

       

      


       

      By:____________________________________

      Name:

      Title:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

        EXHIBIT
C

       

      RESERVED

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      EXHIBIT
D

       

      FORM
OF

      INTEREST
ELECTION REQUEST

       

      Dated
_____________

       

      The Royal
Bank of Scotland plc,

        as
Administrative Agent

      _____________

      _____________,
_____________

      Attn:
Syndication Agency Services

       

      Ladies
and Gentlemen:

       

      This
irrevocable Interest Election Request (the “Request”) is delivered to you under
Section 2.07 of the 364-Day Revolving Credit Agreement dated as of November 17,
2008 (as restated, amended, modified, supplemented and in effect from time to
time, the “Credit Agreement”), by and among Enterprise Products Operating LLC, a
Texas limited liability company (the “Company”), the Lenders party thereto (the
“Lenders”), and The Royal Bank of Scotland plc, as Administrative
Agent.

       

      1.           This
Interest Election Request is submitted for the purpose of:

       

      (a)           [Converting]
[Continuing] a ____________ Loan [into] [as] a ____________ Loan.1/

       

      (b)           The
aggregate outstanding principal balance of such Loan is
$______________.

       

      (c)           The
last day of the current Interest Period for such Loan is _____________.2/

       

      (d)           The
principal amount of such Loan to be [converted] [continued] is
$_____________.3/

       

      (e)           The
requested effective date of the [conversion] [continuation] of such Loan is
_______________.4/

       

      (f)           The
requested Interest Period applicable to the [converted] [continued] Loan is
____________________.5/

       

      
        


        ___________________________________________

        1. Delete
the bracketed language and insert “Alternate Base Rate” or “LIBO Rate”, as
applicable, in each blank.

         

        2. Insert
applicable date for any Eurodollar Loan being converted or continued.

         

        3.
Complete with an amount in compliance with Section 2.07 of the Credit
Agreement.

         

        4.
Complete with a Business Day in compliance with Section 2.07 of the Credit
Agreement.

         

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

      

       

      2.           With
respect to a Borrowing to be converted to or continued as a Eurodollar
Borrowing, no Event of Default exists, and none will exist upon the conversion
or continuation of the Borrowing requested herein.

       

      3.           All
capitalized undefined terms used herein have the meanings assigned thereto in
the Credit Agreement.

       

      IN
WITNESS WHEREOF, the undersigned has executed this Interest Election Request
this _____ day of ___________________, ____.

       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      By:           Enterprise
Products OLPGP, Inc.,

      its Manager

       

      


       

      By:__________________________________

      Name:

      Title:

      

        

      

      
        5.  Complete
for each Eurodollar Loan in compliance with the definition of the term “Interest
Period” specified in Section 1.01.

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
E-1 and E-2

       

      FORMS
OF

       

      OPINIONS
OF COUNSEL FOR BORROWER AND EPD

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
F

       

      FORM
OF COMPLIANCE CERTIFICATE

       

      The
undersigned hereby certifies that he is the _______________________ of
ENTERPRISE PRODUCTS OLPGP, INC. a Delaware corporation, manager of ENTERPRISE
PRODUCTS OPERATING LLC, a Texas limited liability company (the “Borrower”), and
that as such he is authorized to execute this certificate on behalf of the
Borrower. With reference to the 364-Day Revolving Credit Agreement dated as of
November 17, 2008 (as restated, amended, modified, supplemented and in effect
from time to time, the “Agreement”), among the Borrower, The Royal Bank of
Scotland plc, as Administrative Agent, for the lenders (the “Lenders”), which
are or become a party thereto, and such Lenders, the undersigned represents and
warrants as follows (each capitalized term used herein having the same meaning
given to it in the Agreement unless otherwise specified);

       

      (a)           [There
currently does not exist any Default under the Agreement.]  [Attached
hereto is a schedule specifying the details of [a] certain Default[s] which
exist under the Agreement and the action taken or proposed to be taken with
respect thereto.]

       

      (b)           Attached
hereto are the detailed computations necessary to determine whether the Borrower
is in compliance with Section 6.07 of the Agreement as of the end of the [fiscal
quarter][fiscal year] ending ________________.

       

      EXECUTED
AND DELIVERED this ____ day of _________________, 20__.

       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      By:           Enterprise
Products OLPGP, Inc.,

      its Manager

       

      By:_______________________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
G

       

      FORM OF
NOTE

      (364-Day
Revolving Credit Facility)

       

       

        
        

      

      
        
          	  

                  $_____________

                	  

                  _______,
      200__

                


        

      

       

       

       

      ENTERPRISE
PRODUCTS OPERATING LLC, a Texas limited liability company (the “Borrower”), for value
received, promises and agrees to pay to ______________________________ (the
“Lender”), or
order, at the payment office of THE ROYAL BANK OF SCOTLAND plc, as
Administrative Agent, at ____________________________________________________,
the principal sum of ______________________________ AND NO/100 DOLLARS
($_____________), or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans owed to the Lender under the Credit Agreement, as
hereafter defined, in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount as
provided in the Credit Agreement for such Loans, at such office, in like money
and funds, for the period commencing on the date of each such Loan until such
Loan shall be paid in full, at the rates per annum and on the dates provided in
the Credit Agreement.

       

      This note
evidences the Loans owed to the Lender under that certain 364-Day Revolving
Credit Agreement dated as of November 17, 2008, by and among the Borrower, The
Royal Bank of Scotland plc, individually, as Administrative Agent, and the other
financial institutions parties thereto (including the Lender) (such Credit
Agreement, together with all amendments or supplements thereto, being the “Credit Agreement”),
and shall be governed by the Credit Agreement.  Capitalized terms used
in this note and not defined in this note, but which are defined in the Credit
Agreement, have the respective meanings herein as are assigned to them in the
Credit Agreement.

       

      The
Lender is hereby authorized by the Borrower to endorse on Schedule A (or a
continuation thereof) attached to this note, the Type of each Loan owed to the
Lender, the amount and date of each payment or prepayment of principal of each
such Loan received by the Lender and the Interest Periods and interest rates
applicable to each Loan, provided that any failure by the Lender to make any
such endorsement shall not affect the obligations of the Borrower under the
Credit Agreement or under this note in respect of such Loans.

       

      This note
may be held by the Lender for the account of its applicable lending office and,
except as otherwise provided in the Credit Agreement, may be transferred from
one lending office of the Lender to another lending office of the Lender from
time to time as the Lender may determine.

       

      Except
only for any notices which are specifically required by the Credit Agreement,
the Borrower and any and all co-makers, endorsers, guarantors and sureties
severally waive notice (including but not limited to notice of intent to
accelerate and notice of acceleration, notice of protest and notice of
dishonor), demand, presentment for payment, protest, diligence in collecting and
the filing of suit for the purpose of fixing liability, and consent that the
time of payment hereof may be extended and re-extended from time to time without
notice to any of them.  Each such person agrees that its liability on
or with respect to this note shall not be affected by any release of or change
in any guaranty or security at any time existing or by any 

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        failure
to perfect or maintain perfection of any lien against or security interest in
any such security or the partial or complete unenforceability of any guaranty or
other surety obligation, in each case in whole or in part, with or without
notice and before or after maturity.

      

       

      The
Credit Agreement provides for the acceleration of the maturity of this note upon
the occurrence of certain events and for prepayment of Loans upon the terms and
conditions specified therein.  Reference is made to the Credit
Agreement for all other pertinent purposes.

       

      This note
is issued pursuant to and is entitled to the benefits of the Credit
Agreement.

       

      It is
hereby understood and agreed that Enterprise Products OLPGP, Inc., the Manager
of the Borrower, shall have no personal liability, as Manager or otherwise, for
the payment of any amount owing or to be owing hereunder.

       

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAW OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA FROM TIME TO
TIME IN EFFECT.

       

       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      By:           Enterprise
Products OLPGP, Inc.,

      its Manager

       

      


       

      By:_________________________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

      TO

      NOTE

       

      (364-Day
Revolving Credit Facility)

       

      This note
evidences the Loans owed to the Lender under the Credit Agreement, in the
principal amount set forth below and the applicable Interest Periods and rates
for each such Loan, subject to the payments of principal set forth
below:

       

      SCHEDULE

      OF

      LOANS AND PAYMENTS OF
PRINCIPAL AND INTEREST

       

      
        
          	
                   

                  Date

                	
                  Interest

                  Period

                	
                   

                  Rate

                	
                  Principal
      Amount

                  of
      Loan

                	
                  Amount
      of Principal

                  Paid
      or Prepaid

                	
                  Interest

                  Rate

                	
                  Balance

                  of
      Loans

                	
                  Notation

                  Made
      by

                
	
                  _______

                	
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          3