exhibit10_2.htm


    EXHIBIT
10.2


    


    GUARANTY
AGREEMENT

     

    THIS
GUARANTY AGREEMENT, dated as of November 12, 2008 (as amended,
supplemented, or otherwise modified from time to time, this “Guaranty
Agreement”), by ENTERPRISE PRODUCTS PARTNERS L.P., a Delaware limited
partnership (the “Guarantor”),
is in favor of MIZUHO CORPORATE BANK, LTD., a Japanese banking corporation, as
administrative agent (the “Agent”)
for the several lenders (“Lenders”)
that are or become parties to the Credit Agreement defined below.

     

    W I T N E
S S E T H:

     

    WHEREAS,
ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company (the “Borrower”),
the Agent, and Lenders desire to enter into that certain ¥20,726,000,716.00 Term Loan Credit
Agreement of even date herewith (as the same may be amended, supplemented or
otherwise modified from time to time, the “Credit
Agreement”); and

     

    WHEREAS,
one of the terms and conditions stated in the Credit Agreement for the making of
the loans described therein is the execution and delivery of this Guaranty
Agreement to the Agent for the benefit of the Lenders;

     

    NOW,
THEREFORE, (i) in order to comply with the terms and conditions of the Credit
Agreement, (ii) to induce the Lenders, at any time or from time to time, to loan
monies, with or without security to or for the account of Borrower in accordance
with the terms of the Credit Agreement, (iii) at the special insistence and
request of the Lenders, and (iv) for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees
as follows:

     

    ARTICLE
1 


     

    General
Terms

     

    Section
1.1 Terms Defined
Above. As used
in this Guaranty Agreement, the terms “Agent”,
“Borrower”,
“Credit
Agreement”, “Guarantor”,
“Guaranty
Agreement”, and “Lenders”
shall have the meanings indicated above.

     

    Section
1.2 Certain
Definitions. As used
in this Guaranty Agreement, the following terms shall have the following
meanings, unless the context otherwise requires:

     

    “Guarantor
Claims” shall have the meaning indicated in Section
4.1 hereof.

    


    “Liabilities”
shall mean (a) any and all Indebtedness of the Borrower pursuant to the Credit
Agreement including without limitation (i) the unpaid principal of and interest
on the Loans, including without limitation, interest accruing subsequent to the
filing of a petition or other action concerning bankruptcy or other similar
proceeding, and (ii) payment of any reimbursement obligations of the Borrower in
respect of any amount owed by the Borrower under the Credit Agreement, including
without limitation, fees and indemnity payments, and (b) all renewals,
rearrangements, increases, extensions for any period, amendments, supplements,
exchanges or reissuances in whole or in part of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Indebtedness
of Borrower under the Credit Agreement, or any other documents or instruments
evidencing any of the above.

      

    

    


    Section
1.3 Credit Agreement
Definitions. Unless
otherwise defined herein, all terms beginning with a capital letter which are
defined in the Credit Agreement shall have the same meanings herein as
therein.

     

    ARTICLE
2


     

    The
Guaranty

     

    Section
2.1 Liabilities
Guaranteed.
Guarantor hereby irrevocably and unconditionally guarantees in favor of the
Agent for the benefit of the Lenders the prompt payment of the Liabilities when
due, whether at maturity or otherwise.

     

    Section
2.2 Nature of
Guaranty. This
Guaranty Agreement is an absolute, irrevocable, completed and continuing
guaranty of payment and not a guaranty of collection, and no notice of the
Liabilities or any extension of credit already or hereafter contracted by or
extended to Borrower need be given to Guarantor. This Guaranty Agreement may not
be revoked by Guarantor and shall continue to be effective with respect to debt
under the Liabilities arising or created after any attempted revocation by
Guarantor and shall remain in full force and effect until the Liabilities are
paid in full and the Commitments are terminated, notwithstanding that from time
to time prior thereto no Liabilities may be outstanding. Borrower and the
Lenders may modify, alter, rearrange, extend for any period and/or renew from
time to time the Liabilities, and the Lenders may waive any Default or Events of
Default without notice to the Guarantor and in such event Guarantor will remain
fully bound hereunder on the Liabilities. This Guaranty Agreement shall continue
to be effective or be reinstated, as the case may be, if at any time any payment
of the Liabilities is rescinded or must otherwise be returned by any of the
Lenders upon the insolvency, bankruptcy or reorganization of Borrower or
otherwise, all as though such payment had not been made. This Guaranty Agreement
may be enforced by the Agent and any subsequent holder of any of the Liabilities
and shall not be discharged by the assignment or negotiation of all or part of
the Liabilities. Guarantor hereby expressly waives presentment, demand, notice
of non-payment, protest and notice of protest and dishonor, notice of Default or
Event of Default, notice of intent to accelerate the maturity and notice of
acceleration of the maturity and any other notice in connection with the
Liabilities, and also notice of acceptance of this Guaranty Agreement,
acceptance on the part of the Agent for the benefit of the Lenders being
conclusively presumed by the Lenders’ request for this Guaranty Agreement and
delivery of the same to the Agent.

     

    Section
2.3 Agent’s
Rights.
Guarantor authorizes the Agent, without notice or demand and without affecting
Guarantor’s liability hereunder, to take and hold security for the payment of
this Guaranty Agreement and/or the Liabilities, and exchange, enforce, waive and
release any such security; and to apply such security and direct the order or
manner of sale thereof as the Agent in its discretion may determine; and to
obtain a guaranty of the Liabilities from any one or more Persons and at any
time or times to enforce, waive, rearrange, modify, limit or release any of such
other Persons from their obligations under such guaranties.

     

    
      
        
        

      

      
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    Section
2.4 Guarantor’s
Waivers.

     

    (a)    General. Guarantor
waives any right to require any of the Lenders to (i) proceed against Borrower
or any other person liable on the Liabilities, (ii) enforce any of their rights
against any other guarantor of the Liabilities, (iii) proceed or enforce any of
their rights against or exhaust any security given to secure the Liabilities,
(iv) have Borrower joined with Guarantor in any suit arising out of this
Guaranty Agreement and/or the Liabilities, or (v) pursue any other remedy in the
Lenders’ powers whatsoever. Except as provided in the Credit Agreement, the
Lenders shall not be required to mitigate damages or take any action to reduce,
collect or enforce the Liabilities, and the failure to so mitigate or take any
such action shall not release the Guarantor from this Guaranty Agreement.
Guarantor waives any defense arising by reason of any disability, lack of
partnership authority or power, or other defense of Borrower or any other
guarantor of the Liabilities, and shall remain liable hereon regardless of
whether Borrower or any other guarantor be found not liable thereon for any
reason. Whether and when to exercise any of the remedies of the Lenders under
the Credit Agreement shall be in the sole and absolute discretion of the Agent,
and no delay by the Agent in enforcing any remedy, including delay in conducting
a foreclosure sale, shall be a defense to the Guarantor’s liability under this
Guaranty Agreement. To the extent allowed by applicable law, the Guarantor
hereby waives any good faith duty on the part of the Agent in exercising any
remedies provided in the Credit Agreement.

     

    (b)    Subrogation. Until
the Liabilities have been paid in full, the Guarantor waives all rights of
subrogation or reimbursement against the Borrower, whether arising by contract
or operation of law (including, without limitation, any such right arising under
any federal or state bankruptcy or insolvency laws) and waives any right to
enforce any remedy which the Lenders now have or may hereafter have against the
Borrower, and waives any benefit or any right to participate in any security now
or hereafter held by the Agent or any Lender.

     

    Section
2.5 Maturity of Liabilities;
Payment.
Guarantor agrees that if the maturity of any of the Liabilities is accelerated
by bankruptcy or otherwise, such maturity shall also be deemed accelerated for
the purpose of this Guaranty Agreement without demand or notice to Guarantor.
Guarantor will, forthwith upon notice from the Agent, pay to the Agent the
amount due and unpaid by Borrower and guaranteed hereby. The failure of the
Agent to give this notice shall not in any way release Guarantor
hereunder.

     

    Section
2.6 Agent’s
Expenses. If
Guarantor fails to pay the Liabilities after notice from the Agent of Borrower’s
failure to pay any Liabilities at maturity, and if the Agent obtains the
services of an attorney for collection of amounts owing by Guarantor hereunder,
or obtaining advice of counsel in respect of any of its rights under this
Guaranty Agreement, or if suit is filed to enforce this Guaranty Agreement, or
if proceedings are had in any bankruptcy, receivership or other judicial
proceedings for the establishment or collection of any amount owing by Guarantor
hereunder, or if any amount owing by Guarantor hereunder is collected through
such proceedings, Guarantor agrees to pay to the Agent the Agent’s reasonable
attorneys’ fees.

     

    
      
        
        

      

      
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    Section
2.7 Liability. It is
expressly agreed that the liability of the Guarantor for the payment of the
Liabilities guaranteed hereby shall be primary and not secondary.

     

    Section
2.8 Events and Circumstances Not
Reducing or Discharging Guarantor’s Obligations.
Guarantor hereby consents and agrees to each of the following to the fullest
extent permitted by law, and agrees that Guarantor’s obligations under this
Guaranty Agreement shall not be released, diminished, impaired, reduced or
adversely affected by any of the following, and waives any rights (including
without limitation rights to notice) which Guarantor might otherwise have as a
result of or in connection with any of the following:

     

    (a)    Modifications, etc.
Any renewal, extension, modification, increase, decrease, alteration,
rearrangement, exchange or reissuance of all or any part of the Liabilities, or
the Credit Agreement, or any instrument executed in connection therewith, or any
contract or understanding between Borrower and any of the Lenders, or any other
Person, pertaining to the Liabilities;

     

    (b)    Adjustment, etc. Any
adjustment, indulgence, forbearance or compromise that might be granted or given
by any of the Lenders to Borrower or Guarantor or any Person liable on the
Liabilities;

     

    (c)    Condition of Borrower or
Guarantor. The insolvency, bankruptcy arrangement, adjustment,
composition, liquidation, disability, dissolution, death or lack of power of
Borrower or Guarantor or any other Person at any time liable for the payment of
all or part of the Liabilities; or any dissolution of Borrower or Guarantor, or
any sale, lease or transfer of any or all of the assets of Borrower or
Guarantor, or any changes in the shareholders, partners, or members of Borrower
or Guarantor; or any reorganization of Borrower or Guarantor;

     

    (d)    Invalidity of
Liabilities. The invalidity, illegality or unenforceability of all or any
part of the Liabilities, or any document or agreement executed in connection
with the Liabilities, for any reason whatsoever, including without limitation
the fact that the Liabilities, or any part thereof, exceed the amount permitted
by law, the act of creating the Liabilities or any part thereof is ultra vires, the officers
or representatives executing the documents or otherwise creating the Liabilities
acted in excess of their authority, the Liabilities violate applicable usury
laws, the Borrower has valid defenses, claims or offsets (whether at law, in
equity or by agreement) which render the Liabilities wholly or partially
uncollectible from Borrower, the creation, performance or repayment of the
Liabilities (or the execution, delivery and performance of any document or
instrument representing part of the Liabilities or executed in connection with
the Liabilities, or given to secure the repayment of the Liabilities) is
illegal, uncollectible, legally impossible or unenforceable, or the Credit
Agreement or other documents or instruments pertaining to the Liabilities have
been forged or otherwise are irregular or not genuine or authentic;

     

    (e)    Release of Obligors.
Any full or partial release of the liability of Borrower on the Liabilities or
any part thereof, of any co-guarantors, or any other Person now or hereafter
liable, whether directly or indirectly, jointly, severally, or jointly and
severally, to pay, perform, guarantee or assure the payment of the Liabilities
or any part thereof, it 

     

    
      
        
        

      

      
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      being
recognized, acknowledged and agreed by Guarantor that Guarantor may be required
to pay the Liabilities in full without assistance or support of any other
Person, and Guarantor has not been induced to enter into this Guaranty
Agreement on the basis of a contemplation, belief, understanding or agreement
that other parties other than the Borrower will be liable to perform the
Liabilities, or the Lenders will look to other parties to perform the
Liabilities;

    

     

    (f)    Other Security. The
taking or accepting of any other security, collateral or guaranty, or other
assurance of payment, for all or any part of the Liabilities;

     

    (g)    Release of Collateral,
etc. Any release, surrender, exchange, subordination, deterioration,
waste, loss or impairment (including without limitation negligent, willful,
unreasonable or unjustifiable impairment) of any collateral, property or
security, at any time existing in connection with, or assuring or securing
payment of, all or any part of the Liabilities;

     

    (h)    Care and Diligence.
The failure of the Lenders or any other Person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale or other
handling or treatment of all or any part of such collateral, property or
security;

     

    (i)    Status of Liens. The
fact that any collateral, security, security interest or lien contemplated or
intended to be given, created or granted as security for the repayment of the
Liabilities shall not be properly perfected or created, or shall prove to be
unenforceable or subordinate to any other security interest or lien, it being
recognized and agreed by Guarantor that Guarantor is not entering into this
Guaranty Agreement in reliance on, or in contemplation of the benefits of, the
validity, enforceability, collectability or value of any collateral for the
Liabilities;

     

    (j)    Payments Rescinded.
Any payment by Borrower to the Lenders is held to constitute a preference under
the bankruptcy laws, or for any reason the Lenders are required to refund such
payment or pay such amount to Borrower or someone else; or

     

    (k)    Other Actions Taken or
Omitted. Any other action taken or omitted to be taken with respect to
the Credit Agreement, the Liabilities, or any security and collateral therefor,
whether or not such action or omission prejudices Guarantor or increases the
likelihood that Guarantor will be required to pay the Liabilities pursuant to
the terms hereof; it being the unambiguous and unequivocal intention of
Guarantor that Guarantor shall be obligated to pay the Liabilities when due,
notwithstanding any occurrence, circumstance, event, action, or omission
whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
or particularly described herein, except for the full and final payment and
satisfaction of the Liabilities.

     

    ARTICLE
3


     

    Representations and
Warranties

     

    
      
        
        

      

      
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    Section
3.1 By
Guarantor. In
order to induce the Lenders to accept this Guaranty Agreement, Guarantor
represents and warrants to the Lenders (which representations and warranties
will survive the creation of the Liabilities and any extension of credit
thereunder) that:

     

    (a)    Benefit to Guarantor.
Guarantor’s guaranty pursuant to this Guaranty Agreement reasonably may be
expected to benefit, directly or indirectly, Guarantor.

     

    (b)    Existence. Guarantor
is a limited partnership duly organized and legally existing under the laws of
the State of Delaware and is duly qualified in all jurisdictions wherein the
property owned or the business transacted by it makes such qualification
necessary, except where the failure to be so qualified could reasonably be
expected to have a Material Adverse Effect.

     

    (c)    Power and
Authorization. Guarantor is duly authorized and empowered to execute,
deliver and perform this Guaranty Agreement, and all action on Guarantor’s part
requisite for the due execution, delivery and performance of this Guaranty
Agreement has been duly and effectively taken.

     

    (d)    Binding Obligations.
This Guaranty Agreement constitutes a valid and binding obligation of Guarantor,
enforceable in accordance with its terms (except that enforcement may be subject
to any applicable bankruptcy, insolvency or similar laws generally affecting the
enforcement of creditors’ rights).

     

    (e)    No Legal Bar. This
Guaranty Agreement will not violate any provisions of Guarantor’s limited
partnership agreement or any contract, agreement, law, regulation, order,
injunction, judgment, decree or writ to which Guarantor is subject.

     

    (f)    No Consent.
Guarantor’s execution, delivery and performance of this Guaranty Agreement does
not require the consent or approval of any other Person, including, without
limitation, any regulatory authority or governmental body of the United States
or any state thereof or any political subdivision of the United States or any
state thereof.

     

    (g)    Solvency. The
Guarantor hereby represents that (i) it is not insolvent as of the date hereof
and will not be rendered insolvent as a result of this Guaranty Agreement, (ii)
it is not engaged in business or a transaction, or about to engage in a business
or a transaction, for which any property or assets remaining with such Guarantor
is unreasonably small capital, and (iii) it does not intend to incur, or believe
it will incur, debts that will be beyond its ability to pay as such debts
mature.

     

    Section
3.2 No Representation by
Lenders. Neither
the Lenders nor any other Person has made any representation, warranty or
statement to the Guarantor in order to induce the Guarantor to execute this
Guaranty Agreement.

     

    


    ARTICLE
4


     

    Subordination of
Indebtedness

     

    
      
        
        

      

      
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    Section
4.1 Subordination of All
Guarantor Claims. As used
herein, the term “Guarantor
Claims” shall mean all debts and liabilities of Borrower to Guarantor,
whether such debts and liabilities now exist or are hereafter incurred or arise,
or whether the obligation of Borrower thereon be direct, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of whether
such debts or liabilities be evidenced by note, contract, open account, or
otherwise, and irrespective of the person or persons in whose favor such debts
or liabilities may, at their inception, have been, or may hereafter be created,
or the manner in which they have been or may hereafter be acquired by Guarantor.
The Guarantor Claims shall include without limitation all rights and claims of
Guarantor against Borrower arising as a result of subrogation or otherwise as a
result of Guarantor’s payment of all or a portion of the Liabilities. Until the
Liabilities shall be paid and satisfied in full and Guarantor shall have
performed all of its obligations hereunder, Guarantor shall not receive or
collect, directly or indirectly, from Borrower or any other party any amount
upon the Guarantor Claims if an Event of Default exists at the time of such
receipt or collection.

     

    Section
4.2 Claims in
Bankruptcy. In the
event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief,
or other insolvency proceedings involving Borrower as debtor, the Lenders shall
have the right to prove their claim in any proceeding, so as to establish its
rights hereunder and receive directly from the receiver, trustee or other court
custodian, dividends and payments which would otherwise be payable upon
Guarantor Claims up to the amount of the Liabilities. Guarantor hereby assigns
such dividends and payments to the Lenders up to the amount of the Liabilities.
Should the Agent or any Lender receive, for application upon the Liabilities,
any such dividend or payment which is otherwise payable to Guarantor, and which,
as between Borrower and Guarantor, shall constitute a credit upon the Guarantor
Claims, then upon payment in full of the Liabilities, Guarantor shall become
subrogated to the rights of the Lenders to the extent that such payments to the
Lenders on the Guarantor Claims have contributed toward the liquidation of the
Liabilities, and such subrogation shall be with respect to that proportion of
the Liabilities which would have been unpaid if the Agent or a Lender had not
received dividends or payments upon the Guarantor Claims.

     

    Section
4.3 Payments Held in
Trust. In the
event that notwithstanding Sections
4.1 and 4.2 above,
Guarantor should receive any funds, payments, claims or distributions which is
prohibited by such Sections, Guarantor agrees to hold in trust for the Lenders
an amount equal to the amount of all funds, payments, claims or distributions so
received, and agrees that it shall have absolutely no dominion over the amount
of such funds, payments, claims or distributions except to pay them promptly to
the Agent, and Guarantor covenants promptly to pay the same to the
Agent.

     

    Section
4.4 Liens
Subordinate.
Guarantor agrees that any liens, security interests, judgment liens, charges or
other encumbrances upon Borrower’s assets securing payment of the Guarantor
Claims shall be and remain inferior and subordinate to any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower’s assets
securing payment of the Liabilities, regardless of whether such encumbrances in
favor of Guarantor, the Agent or the Lenders presently exist or are hereafter
created or attach. Without the prior written consent of the Lenders, Guarantor
shall not (a) exercise or enforce any creditor’s right it may have against the
Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or
institute any action or 

     

    
      
        
        

      

      
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      proceeding
(judicial or otherwise, including without limitation the commencement of or
joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or
insolvency proceeding) to enforce any lien, mortgages, deeds of trust, security
interest, collateral rights, judgments or other encumbrances on assets of
Borrower held by Guarantor.

    

     

    Section
4.5 Notation of
Records. All
promissory notes of the Borrower accepted by or held by Guarantor shall contain
a specific written notice thereon that the indebtedness evidenced thereby is
subordinated under the terms of this Guaranty Agreement.

     

    ARTICLE
5


     

    Miscellaneous

     

    Section
5.1 Successors and
Assigns. This
Guaranty Agreement is and shall be in every particular available to the
respective successors and assigns of the Agent and the Lenders and is and shall
always be fully binding upon the legal representatives, heirs, successors and
assigns of Guarantor, notwithstanding that some or all of the monies, the
repayment of which is guaranteed by this Guaranty Agreement, may be actually
advanced after any bankruptcy, receivership, reorganization, death, disability
or other event affecting Guarantor.

     

    Section
5.2 Notices. Any
notice or demand to Guarantor under or in connection with this Guaranty
Agreement may be given and shall conclusively be deemed and considered to have
been given and received in accordance with Section 9.01 of the Credit Agreement,
addressed to Guarantor at the address on the signature page hereof or at such
other address provided by the Guarantor to the Agent in writing.

     

    Section
5.3 Construction. This
Guaranty Agreement is a contract made under and shall be construed in accordance
with and governed by the laws of the State of New York.

     

    Section
5.4 Invalidity. In the
event that any one or more of the provisions contained in this Guaranty
Agreement shall, for any reason, be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Guaranty Agreement.

     

    Section
5.5 Liability of General
Partner. It is
hereby understood and agreed that Enterprise Products GP, LLC, the general
partner of the Guarantor, shall have no personal liability, as general partner
or otherwise, for the payment of the Liabilities or any amount owing or to be
owing hereunder.

     

    Section
5.6 ENTIRE
AGREEMENT. This
written Guaranty Agreement embodies the entire agreement and understanding
between the Agent, the Lenders and the Guarantor and supersedes all other
agreements and understandings between such parties relating to the subject
matter hereof and thereof. This written Guaranty Agreement represents the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    
      
        
        

      

      
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    Section
5.7 Submission to
Jurisdiction. The
Guarantor 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 York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Guaranty Agreement,
or for recognition or enforcement of any judgment, and the Guarantor 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. The Guarantor 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 Guaranty Agreement shall affect any right that
the Agent may otherwise have to bring any action or proceeding relating to this
Guaranty Agreement against the Guarantor or its properties in the courts of any
jurisdiction. The Guarantor 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 Guaranty Agreement in any court
referred to above. The Guarantor 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. The Guarantor irrevocably
consents to service of process in the manner provided for notices in Section
5.2 above. Nothing in this Guaranty Agreement will affect the right of
Agent or any Lender to serve process in any other manner permitted by
law.

     

    Section
5.8 WAIVER OF JURY
TRIAL. THE
GUARANTOR 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 GUARANTY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). THE GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE OR ATTORNEY OF
AGENT, ANY LENDER OR 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 AGENT, BY ITS ACCEPTANCE
HEREOF, HAVE BEEN INDUCED TO ENTER INTO OR ACCEPT THIS GUARANTY AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

    


    [Signature Page
Follows.]

     

    
      
        
          
             

          

           


        

        
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    WITNESS
THE EXECUTION HEREOF, as of the date first above written.

     

    ENTERPRISE PRODUCTS PARTNERS
L.P.,

    a
Delaware limited partnership

    


    By:           Enterprise
Products GP, LLC,

           
its General Partner

    


                                    By:                /s/ Bryan F.
Bulawa                                                       

    Bryan F. Bulawa

    Vice President and
Treasurer

    


    1100
Louisiana Street, 10th Floor

    Houston,
Texas 77002

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
          
                                                                           


              Signature
Page to Guaranty Agreement