exhibit10_4.htm


    EXHIBIT 10.4

    
 

    GUARANTY
AGREEMENT

    


    THIS GUARANTY AGREEMENT, dated as of
November 17, 2008, by ENTERPRISE PRODUCTS PARTNERS L.P., a Delaware limited
partnership (the “Guarantor”), is in
favor of THE ROYAL BANK OF SCOTLAND plc, 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 have entered into that certain $375,000,000 364-Day Revolving
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 to the Agent for the benefit of the
Lenders of this Guaranty Agreement;

    


    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” 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.

    


    “Guaranty Agreement”
shall mean this Guaranty Agreement, as the same may from time to time be
amended, supplemented, or otherwise modified.

    


    “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 

     

    
      
        
        

      

      
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    in
respect of any other 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 

     

    
      
        
        

      

      
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    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.

    


    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 

     

    
      
        
        

      

      
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    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.

    


    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;

     

    
      
        
        

      

      
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    (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 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 the 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 

     

    
      
        
        

      

      
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    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

    


    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 

     

    
      
        
        

      

      
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    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

    


    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 

     

    
      
        
        

      

      
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    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
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.

     

    
      
        
        

      

      
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    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.

    


    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 Administrative 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 Administrative 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, AGENT OR ATTORNEY OF ADMINISTRATIVE 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 

     

    
      
        
        

      

      
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    ADMINISTRATIVE
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.

     

     

     

    
      
        
        

      

      
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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, General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                   

                	 
      	 
      	
                  By:        /s/
      Bryan F.
      Bulawa                                   
      

                
	 
      	 
      	 
      	 
      	
                  Bryan
      F. Bulawa

                  Vice
      President and Treasurer

                
	 	 	 	 	 
	 	 	 	1100
      Louisiana Street, 10th Floor
	 	 	 	Houston,
      Texas 77002