exhibit10_1.htm


    EXHIBIT
10.1

     

     

     

    

      TERM
LOAN CREDIT AGREEMENT

       

      dated
as of

       

      November
12, 2008

       

      among

       

      


       

      ENTERPRISE
PRODUCTS OPERATING LLC

       

      


       

      The
Lenders Party Hereto

       

      


       

      MIZUHO
CORPORATE BANK, LTD.

       

      as
Administrative Agent

       

      


      ¥20,726,000,716.00
Senior Credit Facility

       

      
        
          

        

      

       

      MIZUHO
CORPORATE BANK, LTD.,

       

      as
Sole Lead Arranger

       

      



      
        
          
                                                                        


          

           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          	ARTICLE
      I Definitions	
                  1

                


        

        
          	 
      	Section
      1.01 	Defined
      Terms 	
                   
      1

                


        

      

      
        
          
            	 
      	Section
      1.02 	Terms
      Generally 	
                    16

                  


          

          
            
              
                	 
      	Section
      1.03 	Accounting
      Terms; GAAP 	
                        17

                      


              

              
                
                  
                    
                      	ARTICLE
      II The Credits 	
                              17

                            


                    

                  

                

              

            

          

        

        
          
            	 
      	Section
      2.01 	Commitments 	
                    17

                  


          

          
            
              
                	 
      	Section
      2.02 	Loans
      and Interest 	
                        17

                      


              

              
                
                  
                    	 
      	Section
      2.03 	Requests
      for initial Loan 	
                            17

                          


                  

                  
                    
                      
                        
                          	 
      	Section
      2.04 	Funding
      of Loans 	
                                  18

                                


                        

                        
                          
                            
                              	 
      	Section
      2.05 	Repayment
      of Loans; Evidence of Debt 	
                                      18

                                    


                            

                            
                              
                                
                                  	 
      	Section
      2.06 	Prepayment
      of Loans 	
                                          
                                            19

                                          

                                        


                                

                                
                                  
                                    
                                      
                                        	 
      	Section
      2.07 	Fees 	
                                                19

                                              


                                      

                                      
                                        
                                          
                                            	 
      	Section
      2.08 	Interest 	
                                                    19

                                                  


                                          

                                          
                                            
                                              
                                                	 
      	Section
      2.09 	Alternate
      Rate of Interest 	
                                                        
                                                          20

                                                        

                                                      


                                              

                                              
                                                
                                                  
                                                    
                                                      	 
      	Section
      2.10 	Illegality;
      Increased Costs 	
                                                              
                                                                20

                                                              

                                                            


                                                    

                                                    
                                                      
                                                        
                                                          	 
      	Section
      2.11 	Break
      Funding Payments 	
                                                                  
                                                                    21

                                                                  

                                                                


                                                        

                                                        
                                                          
                                                            
                                                              	 
      	Section
      2.12 	Taxes 	
                                                                      22

                                                                    


                                                            

                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	Section
      2.13 	Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs 	
                                                                            23

                                                                          


                                                                  

                                                                  
                                                                    
                                                                      
                                                                        	 
      	Section
      2.14 	Mitigation
      Obligations; Replacement of Lenders 	
                                                                                24

                                                                              


                                                                      

                                                                      
                                                                        
                                                                          
                                                                            	 
      	Section
      2.15 	Separateness 	
                                                                                    25

                                                                                  


                                                                          

                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	ARTICLE
      III Representations and Warranties 	
                                                                                            26

                                                                                          


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            	 
      	Section
      3.01 	Organization;
      Powers 	
                    26

                  


          

          
            
              
                	 
      	Section
      3.02 	Authorization;
      Enforceability 	
                        
                          26

                        

                      


              

              
                
                  
                    	 
      	Section
      3.03 	Governmental
      Approvals; No Conflicts 	
                            26

                          


                  

                  
                    
                      
                        
                          	 
      	Section
      3.04 	Financial
      Condition 	
                                  
                                    26

                                  

                                


                        

                        
                          
                            
                              	 
      	Section
      3.05 	Litigation
      and Environmental Matters 	
                                      
                                        27

                                      

                                    


                            

                            
                              
                                
                                  	 
      	Section
      3.06 	Compliance
      with Laws 	
                                          
                                            27

                                          

                                        


                                

                                
                                  
                                    
                                      
                                        	 
      	Section
      3.07 	Investment
      Company Status 	
                                                27

                                              


                                      

                                      
                                        
                                          
                                            	 
      	Section
      3.08 	Taxes 	
                                                    27

                                                  


                                          

                                          
                                            
                                              
                                                	 
      	Section
      3.09 	ERISA 	
                                                        
                                                          
                                                            28

                                                          

                                                        

                                                      


                                              

                                              
                                                
                                                  
                                                    
                                                      	 
      	Section
      3.10 	Disclosure 	
                                                              
                                                                28

                                                              

                                                            


                                                    

                                                    
                                                      
                                                        
                                                          	 
      	Section
      3.11 	Subsidiaries 	
                                                                  
                                                                    
                                                                      28

                                                                    

                                                                  

                                                                


                                                        

                                                        
                                                          
                                                            
                                                              	 
      	Section
      3.12 	Margin
      Securities 	
                                                                      
                                                                        28

                                                                      

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            
              
                	ARTICLE
      IV Conditions 	
                        28

                      


              

            

          

        

        
          
            
              	 
      	Section
      4.01 	Effective
      Date 	
                      
                        28

                      

                    


            

            
              
                
                  	 
      	Section
      4.02 	Each
      Credit Event 	
                          
                            30

                          

                        


                

                
                  
                    
                      
                        
                          
                            	ARTICLE
      V Affirmative Covenants 	
                                    30

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          
            
              	 
      	Section
      5.01 	Financial
      Statements and Other Information 	
                      30

                    


            

            
              
                
                  	 
      	Section
      5.02 	Notices
      of Material Events 	
                          
                            31

                          

                        


                

                
                  
                    
                      	 
      	Section
      5.03 	Existence;
      Conduct of Business 	
                              31

                            


                    

                    
                      
                        
                          
                            	 
      	Section
      5.04 	Maintenance
      of Properties; Insurance 	
                                    
                                      31

                                    

                                  


                          

                          
                            
                              
                                	 
      	Section
      5.05 	Books
      and Records; Inspection Rights 	
                                        
                                          31

                                        

                                      


                              

                              
                                
                                  
                                    	 
      	Section
      5.06 	Compliance
      with Laws 	
                                            
                                              32

                                            

                                          


                                  

                                  
                                    
                                      
                                        
                                          	 
      	Section
      5.07 	Use
      of Proceeds 	
                                                  32

                                                


                                        

                                        
                                          
                                            
                                              	 
      	Section
      5.08 	Environmental
      Matters 	
                                                      32

                                                    


                                            

                                            
                                              
                                                
                                                  	 
      	Section
      5.09 	ERISA
      Information 	
                                                          
                                                            
                                                              32

                                                            

                                                          

                                                        


                                                

                                                
                                                  
                                                    
                                                      
                                                        	 
      	Section
      5.10 	Taxes 	
                                                                
                                                                  32

                                                                

                                                              


                                                      

                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	ARTICLE
      VI Negative Covenants 	
                                                                                33

                                                                              


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                            
                                                              
                                                                
                                                                  	 
      	Section
      6.01 	Indebtedness 	
                                                                          
                                                                            33

                                                                          

                                                                        


                                                                

                                                                
                                                                  
                                                                    
                                                                      	 
      	Section
      6.02 	Liens 	
                                                                              
                                                                                34

                                                                              

                                                                            


                                                                    

                                                                    
                                                                      
                                                                        
                                                                          	 
      	Section
      6.03 	Fundamental
      Changes  	
                                                                                  34

                                                                                


                                                                        

                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	 
      	Section
      6.04 	Investment
      Restriction 	
                                                                                        
                                                                                          34

                                                                                        

                                                                                      


                                                                              

                                                                              
                                                                                
                                                                                  
                                                                                    	 
      	Section
      6.05 	Restricted
      Payments 	
                                                                                            
                                                                                              35

                                                                                            

                                                                                          


                                                                                  

                                                                                  
                                                                                    
                                                                                      
                                                                                        	 
      	Section
      6.06 	Restrictive
      Agreements 	
                                                                                                
                                                                                                  35

                                                                                                

                                                                                              


                                                                                      

                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	 
      	Section
      6.07 	Financial
      Condition Covenant	
                                                                                                       36

                                                                                                    


                                                                                            

                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          	ARTICLE
      VII Events of Default 	
                                                                                                                  
                                                                                                                    37

                                                                                                                  

                                                                                                                


                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	ARTICLE
      VIII The Administrative Agent 	
                                                                                                                        40

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    	ARTICLE
      IX Miscellaneous 	
                                                                                                                            42

                                                                                                                          


                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            
              	 
      	Section
      9.01 	Notices 	
                      
                        42

                      

                    


            

            
              
                
                  	 
      	Section
      9.02 	Waivers;
      Amendments 	
                          43

                        


                

                
                  
                    
                      	 
      	Section
      9.03 	Expenses;
      Indemnity; Damage Waiver  	
                              44

                            


                    

                    
                      
                        
                          
                            	 
      	Section
      9.04 	Successors
      and Assigns 	
                                    45

                                  


                          

                          
                            
                              
                                	 
      	Section
      9.05 	Survival 	
                                        47

                                      


                              

                              
                                
                                  
                                    	 
      	Section
      9.06 	Counterparts;
      Integration; Effectiveness 	
                                            
                                              48

                                            

                                          


                                  

                                  
                                    
                                      
                                        
                                          	 
      	Section
      9.07 	Severability 	
                                                  48

                                                


                                        

                                        
                                          
                                            
                                              	 
      	Section
      9.08 	Right
      of Setoff 	
                                                      48

                                                    


                                            

                                            
                                              
                                                
                                                  	 
      	Section
      9.09 	Governing
      Law; Jurisdiction; Consent to Service of Process 	
                                                          
                                                            48

                                                          

                                                        


                                                

                                                
                                                  
                                                    
                                                      
                                                        	 
      	Section
      9.10 	WAIVER
      OF JURY TRIAL 	
                                                                
                                                                  49

                                                                

                                                              


                                                      

                                                      
                                                        
                                                          
                                                            	 
      	Section
      9.11 	Headings 	
                                                                    
                                                                      49

                                                                    

                                                                  


                                                          

                                                          
                                                            
                                                              
                                                                	 
      	Section
      9.12 	Confidentiality 	
                                                                        49

                                                                      


                                                              

                                                              
                                                                
                                                                  
                                                                    
                                                                      	 
      	Section
      9.13 	Interest
      Rate Limitation 	
                                                                              50

                                                                            


                                                                    

                                                                    
                                                                      
                                                                        
                                                                          	 
      	Section
      9.14 	Liability
      of Manager	
                                                                                   50

                                                                                


                                                                        

                                                                        
                                                                          
                                                                            
                                                                              	 
      	Section
      9.15 	USA
      Patriot Act Notice 	
                                                                                      50

                                                                                    


                                                                            

                                                                            
                                                                              
                                                                                
                                                                                  	 
      	Section
      9.16 	Judgment
      Currency 	
                                                                                          50

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                  
                                                                                    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 	Form
      of Opinion of Richard Bachmann, in-house counsel for Borrower and
      EPD
	Exhibit D 	Form
      of Opinion of Bracewell & Giuliani LLP, Borrower’s and EPD’s
      Counsel
	Exhibit E 	Form
      of Promissory Note
	Exhibit F 	Compliance
      Certificate


        

      

       

      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      


      TERM LOAN
CREDIT AGREEMENT dated as of November 12, 2008, among ENTERPRISE PRODUCTS
OPERATING LLC, a Texas limited liability company; the LENDERS party hereto; and
MIZUHO CORPORATE BANK, LTD., as Administrative Agent.

       

      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:

       

      “Administrative Agent”
means Mizuho Corporate Bank, Ltd., in its capacity as administrative agent for
the Lenders hereunder.

       

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

       

      “Adjusted TIBO Rate”
means, for any Interest Rate Determination Date with respect to an Interest
Period for a TIBO Rate Loan, the rate per annum obtained by dividing (and
rounding upward to the next whole multiple of 1/16 of 1%) (i) TIBO Rate by (ii)
an amount equal to (a) one minus (b) the
Applicable Reserve Requirement.

       

      “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
Term Loan Credit Agreement dated November 12, 2008, among Enterprise Products
Operating LLC, a Texas limited liability company; the Lenders party hereto; and
Mizuho Corporate Bank, Ltd., as Administrative Agent; as amended, extended or
otherwise modified from time to time.

       

      “Applicable
Percentage” means, with respect to all payments, computations and other
matters relating to the Commitment or Loans of any Lender, the percentage
obtained by dividing (a) the Exposure of that Lender by (b) the aggregate
Exposure of all Lenders.

       

      “Applicable Rate”
means 2.0%.

       

      “Applicable Reserve
Requirement” means, at any time, for any TIBO Rate Loan, the maximum
rate, expressed as a decimal, at which reserves (including, without limitation,
any basic marginal, special, supplemental, emergency or other reserves) are
required to be 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      maintained
with respect thereto against “Eurocurrency liabilities” (as such term is defined
in Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking
regulator.  Without limiting the effect of the foregoing, the
Applicable Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to
which the applicable Adjusted TIBO Rate or any other interest rate of a Loan is
to be determined, or (ii) any category of extensions of credit or other assets
which include TIBO Rate Loans.  A TIBO Rate Loan shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without benefits of credit for proration, exceptions or
offsets that may be available from time to time to the applicable
Lender.  The rate of interest on TIBO Rate Loans shall be adjusted
automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

       

      “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.

       

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

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “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
2.10(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.

       

      “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 or otherwise
fund any Loan and “Commitments” means
such commitments of all Lenders in the aggregate.  The initial amount
of each Lender’s Commitment is set forth on 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      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 ¥20,726,000,716.00.

       

      “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.

       

      “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 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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 18, 2008 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.

       

      “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 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      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.

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “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 2.14(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
2.12(e).

       

      “Exposure” means, with
respect to any Lender as of any date of determination, (i) prior to the
termination of the Commitments, that Lender’s Commitment; and (ii) after the
termination of the Commitments, the sum of the aggregate outstanding principal
amount of the Loans of that Lender.

       

      “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.

       

      “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 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (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 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


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      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.

       

      “Index Debt” means
senior, unsecured, non-credit enhanced (except for any guaranty by EPD)
Indebtedness of the Borrower.

       

      “Information
Memorandum” means the Confidential Information Memorandum dated October
31, 2007 relating to the Borrower.

       

      “Interest Payment
Date” means the last day of each Interest Period applicable to any
Loan.

       

      “Interest Period”
means an interest period from the Effective Date to the Maturity Date; provided, (a) if an
Interest Period would otherwise expire on a day that is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day unless no
further Business Day occurs in such month, in which case such Interest Period
shall expire on the immediately preceding Business Day; (b) any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall, subject to clause (c) of this
definition, end on the last Business Day of a calendar month; and (c) no
Interest Period with respect to any portion of the Loans shall extend beyond the
Maturity Date.

       

      “Interest Rate Determination
Date” means, with respect to any Interest Period, the date that is two
Business Days prior to the first day of such Interest Period.

       

      “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, other than any such Person that ceases to be a
party hereto pursuant to an Assignment and Acceptance.

       

      “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 the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

       

      “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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “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 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 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      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 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 earliest to occur of (i) March 30, 2009, and (ii) the date the unpaid
principal amount of and accrued interest on the Loans becomes due and payable
pursuant to Article
VII.

       

      “Moody’s” means
Moody’s Investors Service, Inc.

       

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

       

      “Notes” means any
promissory notes issued by the Borrower pursuant to Section
2.05(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
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “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;

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (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 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      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 publicly announced from time to time by Mizuho
Corporate Bank, Ltd. as its prime rate for short-term commercial loans in
Dollars to domestics corporate borrowers (which Borrower acknowledges is not
necessarily Mizuho Corporate Bank, Ltd.’s lowest rate).  Each change
in the Prime Rate shall be effective from and including the date such change is
publicly 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):

       

      
        
          
          

        

        
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      (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

       

      (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.

       

      “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 more than 50% of the aggregate outstanding
principal amount of the Loans.

       

      “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.

       

      
        
          
          

        

        
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      “S&P” means
Standard & Poor’s Ratings Services, a division of McGraw Hill Companies,
Inc.

       

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

       

      “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.

       

      “TIBO Rate” means with
respect to any Interest Period pertaining to any Loan the rate per annum equal
to the Yen rate as appearing on Bloomberg Professional services under the Japan
Banker's Association TIBOR Fixing Reference Bank Rates (JBA2) under the caption
"Mizuho Corp" (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 deposits in Yen in the
Tokyo interbank market) determined at 11:00 a.m., Tokyo time, two Business Days
prior to the commencement of such Interest Period, as the rate for deposits in
Yen with a maturity comparable to such Interest Period.

       

      “TIBO Rate Loan” means
a Loan bearing interest at a rate equal to the Adjusted TIBO Rate plus the Applicable
Rate.

       

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

       

      “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.

       

      “Yen” and the sign “¥”
mean the lawful currency of Japan.

       

      Section
1.02 
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


       

      
        
          
          

        

        
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      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
1.03 
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 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, 2008.

       

      ARTICLE
II


       

      The
Credits

       

      Section
2.01 
Commitments.  Subject
to the terms and conditions set forth herein, the initial Lender agrees to make
on the Effective Date a single term loan to Borrower in an aggregate principal
amount of the Commitments.  Borrower shall repay all outstanding Loans
not later than the Maturity Date.  Borrower may not reborrow Loans
hereunder.

       

      Section
2.02  
Loans and
Interest.

       

      (a)    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
2.09, each Loan shall be a TIBO Rate Loan.  Each Lender at its
option may make any TIBO Rate 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.

       

      Section
2.03 
Requests for initial
Loan. To
request the initial Loan, the Borrower shall execute and deliver to the
Administrative Agent a written Borrowing Request signed by the Borrower. Such
written Borrowing Request shall specify the following information:

       

      
        
          
          

        

        
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      (i)     
the
aggregate amount of the requested Loan;

       

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

       

      (iii)    the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.04.

       

      Section
2.04 
Funding of
Loans.

       

      (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
Borrowing Request.

       

      (b)    Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Loan that such Lender will not make available to the
Administrative Agent such Lender’s share of such Loan, 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 Loan
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 Loan. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan.

       

      Section
2.05 
Repayment of Loans; Evidence
of Debt.

       

      (a)    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 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.

       

      
        
          
          

        

        
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      (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 promissory note attached hereto as Exhibit
E  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
2.06 
Prepayment of
Loans.

       

      (a)    The
Borrower shall have the right at any time and from time to time to prepay any
Loan 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 by
telecopy) of any prepayment hereunder not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment. Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of
each Loan or portion thereof to be prepaid.  Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof.  Each partial prepayment shall be in an amount
that is an integral multiple of the Yen equivalent of $1,000,000 and not less
than the Yen equivalent of $3,000,000. Each prepayment shall be applied ratably
to the Loans. Prepayments shall be accompanied by accrued interest to the extent
required by Section
2.08.

       

      Section
2.07 
Fees.

       

      (a)    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.

       

      (b)    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 facility
fees and participation fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

       

      Section
2.08 
Interest.

       

      (a)    The Loans
shall bear interest at the TIBO Rate for the Interest Period in effect for such
Loans plus the Applicable Rate.

       

      (b)    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
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      as before
judgment, at a rate per annum equal to 2% plus the rate applicable to Loans as
provided in paragraph (a) of this Section.

       

      (c)    Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and on the Maturity Date; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, and (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.

       

      (d)    All
interest determined by reference to the TIBO 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 TIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

       

      Section
2.09 
Alternate Rate of
Interest. If
prior to the commencement of any Interest Period for a TIBO Rate
Loan:

       

      (a)    the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the TIBO Rate, as applicable, for such Interest Period; or

       

      (b)    the
Administrative Agent is advised by the Required Lenders that the TIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) for such Interest Period; 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;

       

      then the
Loans shall bear interest at the Prime Rate.

      


      Section
2.10 
Illegality; Increased
Costs.

       

      (a)    If any
Change in Law shall make it unlawful or impossible for any Lender to make,
maintain or fund its TIBO Rate 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 TIBO Rate Loans shall be suspended. If such
Lender shall determine that it may not lawfully continue to maintain and fund
any of its outstanding TIBO Rate Loans to maturity and shall so specify in such
notice, the Borrower shall immediately prepay (which prepayment shall not be
subject to Section
2.06) in full the then outstanding principal amount of such TIBO Rate
Loans, together with the accrued interest thereon.

       

      (b)    If any
Change in Law shall:

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (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; or

       

      (ii)    impose on
any Lender or the Tokyo interbank market any other condition affecting this
Agreement or TIBO Rate 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 TIBO Rate 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 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, as the case may be, 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, as the case may be, 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
2.11 
Break Funding
Payments.  In
the event of (a) the payment of any principal of any TIBO Rate Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), or (b) the assignment of any TIBO Rate 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
2.14, then, in any such event, the Borrower shall compensate each


       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      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
2.12 
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
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.

       

      
        
          
          

        

        
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      (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, 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
2.14(b), no Foreign Lender shall be entitled to the benefits of Sections
2.12(a) or 2.12(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
2.13 
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, or fees, or of amounts payable under Section 2.10,
2.11 or 2.12, 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 at its offices at 1251 Avenue
of the Americas, New York, New York, 10020 (Attention: Sandy Manticof), except
that payments pursuant to Sections 2.10,
2.11, 2.12 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, 

       

      
        
          
          

        

        
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      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 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, as the case may be, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Lenders, as the
case may be, 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
2.04(b) or 2.13(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
2.14 
Mitigation Obligations;
Replacement of Lenders.

       

      (a)    If any
Lender requests compensation under Section
2.10, 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
2.12, then such Lender shall use reasonable efforts to 

       

      
        
          
          

        

        
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      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
2.10 or 2.12, 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
2.10, 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
2.12, 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 amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section
2.10 or payments required to be made pursuant to Section
2.12, 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
2.10 or payments required to be made pursuant to Section
2.12, such Lender shall not be entitled to receive such compensation or
required payments.

       

      Section
2.15 
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 

       

      
        
          
          

        

        
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      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 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 

       

      
        
          
          

        

        
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      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.

       

      (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.

       

      
        
          
          

        

        
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      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. Neither
the Information Memorandum nor any of the other 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.

       

      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 C
and D.

       

      
        
          
          

        

        
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      (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, 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.

       

      (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
2.05(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.

       

      (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.

       

      
        
          
          

        

        
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      Section
4.02 
Each Credit
Event. The
obligation of each Lender to make a Loan, is subject to the satisfaction of the
following 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 Loan,
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 Loan, no Default shall have
occurred and be continuing.

       

      Each Loan
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
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:

       

      (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 

       

      
        
          
          

        

        
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      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.

       

      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 

       

      
        
          
          

        

        
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      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 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 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. 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 

       

      
        
          
          

        

        
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      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
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 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

       

      
        
          
          

        

        
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      (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 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 

       

      
        
          
          

        

        
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      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 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 

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      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

       

      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: (i) 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 

       

      
        
          
          

        

        
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      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), and (ii) for purposes of calculating such ratio for
the fiscal quarters ending prior to March 31, 2008, any dividends or
distributions paid by DEP, without duplication, which are actually received by
the Borrower shall be annualized as follows: (A) for the fiscal quarter ending
September 30, 2007, such dividends or distributions received during the period
commencing January 5, 2007 and ending on the date the financial statements with
respect to such period are required to be delivered by the Borrower times 365
divided by the number of days from January 5, 2007 to September 30, 2007, and
(B) for the fiscal quarter ending December 31, 2007, such dividends or
distributions received during the period commencing January 5, 2007 and ending
on the date the financial statements with respect to such period are required to
be delivered by the Borrower times 365 divided by the number of days from
January 5, 2007 to December 31, 2007. 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:

       

      (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 

       

      
        
          
          

        

        
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      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;

       

      (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 

       

      
        
          
          

        

        
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      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;
or

       

      (n)    a Change
in Control shall occur; 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 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      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 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, 

       

      
        
          
          

        

        
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      (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 nor the Sole Lead
Arranger 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. 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. 

       

      
        
          
          

        

        
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      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 Mizuho Corporate Bank, Ltd., 1251 Avenue of the
Americas, New York, New York, 10020, Attention: Sandy Manticof (Telecopy No.
212-282-4488).

       

      (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; and

       

      (d)    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 Loan or other extension of credit, (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 Loan 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


       

      
        
          
          

        

        
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      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 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, as the case may be, 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.

       

      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 

       

      
        
          
          

        

        
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      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
2.13(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 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, 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 

       

      
        
          
          

        

        
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      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, as the case may be, 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). 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.

       

      
        
          
          

        

        
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      (b)    Any
Lender may assign to one or more assignees 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 (and, in the case of an
assignment of all or a portion of a Commitment) 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 the Yen equivalent of $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
the Yen equivalent of $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 (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
2.12; 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 2.10,
2.11, 2.12 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 in The City of New York, 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, 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 at any reasonable time and from time to time upon reasonable prior
notice.

       

      
        
          
          

        

        
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      (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, 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, 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
2.10 or 2.12 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
2.12 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 2.12(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 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 

       

      
        
          
          

        

        
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      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 2.10,
2.11, 2.12 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
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 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 

       

      
        
          
          

        

        
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      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 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) subject to an agreement containing provisions substantially 

       

      
        
          
          

        

        
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      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 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 Administrative 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, 2003)) (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 Administrative Agent, as applicable, to identify
Borrower in accordance with the Act.

       

      Section
9.16 
Judgment
Currency.

       

      (a)    Borrower’s
obligations hereunder to make payments in Yen (the “Obligation Currency”)
shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation
Currency except to the extent that such tender or recovery results in the
effective receipt by Administrative Agent of the full amount of the Obligation
Currency expressed to be payable to Administrative Agent under this
Agreement.  If, for the purpose of obtaining or enforcing judgment
against Borrower in any court or in any jurisdiction, it becomes necessary to
convert into or from any currency other than the Obligation Currency (such other
currency being hereafter referred to as the “Judgment Currency”)
an amount due in the Obligation Currency, the conversion shall be made at the
rate of exchange as quoted by Administrative Agent, and if Administrative Agent


       

      
        
          
          

        

        
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      does not
quote a rate of exchange on such currency then by a known dealer in such
currency designated by Administrative Agent, determined, in each case, as of the
Business Day immediately preceding the day on which the judgment is given (such
Business Day being hereinafter referred to as the “Judgment Currency Conversion
Date”).

       

      (b)    If there
is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, Borrower
covenants and agrees to pay, or cause to be paid, as a separate obligation and
notwithstanding any judgment, such additional amounts, if any (but in any event
not a lesser amount), as may be necessary to ensure that the amount paid in the
Judgment Currency, when converted at the rate of exchange prevailing on the date
of payment, will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.

       

      


      [Signature
Pages to Follow]


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      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

                  


          

           

          
 

          
            
              	 
      	 
      	 
      	
                      MIZUHO CORPORATE BANK,
      LTD.

                    
	 
      	 
      	 
      	as
      Administrative Agent and Lender
	 
      	 
      	 
      	
                       

                    
	 
      	 
      	 
      	 
      
	
                       

                    	 
      	 
      	
                      By:       
      /s/ Leon
      Mo           
                                         
      

                    
	 
      	 
      	 
      	
                      Name:

                      Title:

                    	
                      Leon
      Mo

                      Senior
      Vice President

                    


            

          

        

      

      



      
        
          
            Signature
Page to Term Loan Credit Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
2.01

      TO
CREDIT AGREEMENT

      
        	
                Initial
      Lenders

              


      

       

      
        	
                Lender

              	
                Commitment

              	
                Commitment
      as a Percentage of Aggregate Commitments

              
	
                Mizuho
      Corporate Bank, Ltd.

              	
                ¥20,726,000,716.00

              	
                100%

              
	
                TOTAL

              	
                ¥20,726,000,716.00

              	
                100%