exv10w1






Exhibit 10.1




FIRST AMENDMENT TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “First
Amendment”) is made and entered into as of the 22nd day of October, 2010 (the “First
Amendment Effective Date”), among ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability
company (“Borrower”); WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to
Wachovia Bank, National Association, as administrative agent (in such capacity, the
“Administrative Agent”) for each of the lenders (the “Lenders”) that is a signatory
or which becomes a signatory to the hereinafter defined Credit Agreement; and the Lenders party
hereto.



R E C I T A L S:




     A. On November 19, 2007, the Borrower, the Lenders and the Administrative Agent entered into a
certain Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) whereby,
upon the terms and conditions therein stated, the Lenders agreed to make certain Loans (as defined
in the Credit Agreement) and extend certain credit to the Borrower.



     B. The parties hereto mutually desire to amend the Credit Agreement as hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows:



     1. Certain Definitions.



     1.1 Terms Defined Above. As used in this First Amendment, the terms “Administrative
Agent”, “Borrower”, “Credit Agreement”, “First Amendment” and “First Amendment Effective Date”,
shall have the meanings indicated above.



     1.2 Terms Defined in Agreement. Unless otherwise defined herein, all terms beginning
with a capital letter which are defined in the Credit Agreement shall have the same meanings herein
as therein unless the context hereof otherwise requires.



     2. Amendments to Credit Agreement.



     2.1 Defined Terms.



     (a) The term “Agreement,” as defined in Section 1.01 of the Credit Agreement, is hereby
amended to mean the Credit Agreement, as amended by this First Amendment and as the same may from
time to time be further amended or supplemented.



     (b) Clause (x) of the last paragraph of the definition of “Change in Control” in Section 1.01
of the Credit Agreement, is hereby amended by adding the following parenthetical at the end
thereof: “(or, if EPE Holdings, LLC is the general partner of EPD, is a member of such board of
directors as of the date EPE Holdings, LLC became such general partner)”.



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     (c) The term “GP LLC” as defined in Section 1.01 of the Credit Agreement, is hereby amended in
its entirety to read as follows:




     “GP LLC” means, as applicable, (i) Enterprise Products GP, LLC, a Delaware
limited liability company, which as of the First Amendment Effective Date is the general
partner of EPD or (ii) EPE Holdings, LLC, a Delaware limited liability company, which is to
become the general partner of EPD after the First Amendment Effective Date.



     2.2 Notices. Section 9.01(b), (c) and (d) of the Credit Agreement are hereby amended
in their entirety to read as follows:




     (b) if to the Administrative Agent, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd.,
Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706),
with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC
28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482);




     (c) if to the Issuing Bank, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd., Charlotte,
NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706), with a copy
to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC 28288, MAC
D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482);




     (d) if to the Swingline Lender, to Wells Fargo Bank, NA, 1525 W WT Harris Blvd.,
Charlotte, NC 28262, Attention of Syndication Agency Services (Telecopy No. 704/590-2706),
with a copy to Wells Fargo Corporate Banking, 301 S. College Street, TW 15, Charlotte, NC
28288, MAC D1053-150, Attention of Shannan Townsend (Telecopy No. 919/742-7482); and



     2.3 Conditions Precedent. The obligation of the Lenders party hereto and the
Administrative Agent to enter into this First Amendment shall be conditioned upon the following
conditions precedent:



     (a) The Administrative Agent shall have received a copy of this First Amendment, duly
completed and executed by the Borrower and Required Lenders; and acknowledged and ratified by EPD
pursuant to a duly executed Acknowledgement and Ratification in the form of Exhibit A attached
hereto.



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



     (c) As of the First Amendment Effective Date, no Material Adverse Change exists.



     (d) The Administrative Agent shall have received such other information, documents or
instruments as it or its counsel may reasonably request.



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     2.4 Effectiveness. Subject to the satisfaction of the conditions precedent set forth
in Section 2.3 hereof, this First Amendment shall be effective as of the First Amendment Effective
Date.



     3. Representations and Warranties. The Borrower represents and warrants that:



     (a) there exists no Default or Event of Default under the Credit Agreement, as hereby amended;



     (b) the Borrower has performed and complied with all covenants, agreements and conditions
contained in the Credit Agreement, as hereby amended, required to be performed or complied with by
it; and



     (c) the representations and warranties of the Borrower contained in the Credit Agreement, as
hereby amended, were true and correct in all material respects when made, and are true and correct
in all material respects at and as of the time of delivery of this First Amendment, except, in each
case, to the extent such representations and warranties relate to an earlier date, in which case
such representations and warranties were true and correct in all material respects as of such
earlier date.



     4. Extent of Amendments. Except as expressly herein set forth, all of the terms,
conditions, defined terms, covenants, representations, warranties and all other provisions of the
Credit Agreement are herein ratified and confirmed and shall remain in full force and effect.



     5. Counterparts. This First Amendment may be executed in two or more counterparts,
and it shall not be necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument.



     6. References. On and after the First Amendment Effective Date, the terms
“Agreement”, “hereof”, “herein”, “hereunder”, and terms of like import when used in the Credit
Agreement shall, except where the context otherwise requires, refer to the Credit Agreement, as
amended by this First Amendment.



     7. Governing Law. This First Amendment shall be governed by and construed in
accordance with the laws of the State of New York and applicable federal law.



     THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER
DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




     This First Amendment shall benefit and bind the parties hereto, as well as their respective
assigns, successors, heirs and legal representatives.



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     EXECUTED as of the First Amendment Effective Date.



	 	 	 	 	 	 	 

	 	 	BORROWER:  
	 
	 	 	 	 	 	 
	 	 	ENTERPRISE PRODUCTS OPERATING LLC,
	 	 	a Texas limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Enterprise Products OLPGP, Inc.,	 	 
	 

	 	 	 	its sole Manager	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Bryan F. Bulawa 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bryan F. Bulawa	 	 
	 

	 	 	 	Senior Vice President and Treasurer	 	 






					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
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	 	 	WELLS FARGO BANK,  
	 	 	NATIONAL ASSOCIATION,
	 	 	successor-by-merger to Wachovia Bank, National
	 	 	Association, individually, as Administrative Agent,
	 	 	as Issuing Bank and as Swingline Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Shannan Townsend	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Shannan Townsend	 	 
	 

	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.
	 	 	as Co-Syndication Agent and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew Sidford 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Andrew Sidford	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
	 	 	as Co-Syndication Agent and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD., a Lender
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Leon Mo	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Leon Mo	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	SUNTRUST BANK, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Carmen Malizia	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Carmen Malizia	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ G. George	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: G. George	 	 
	 

	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ May Huang	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: May Huang	 	 
	 

	 	 	 	Title:   Assistant Vice President	 	 






					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
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	 	 	BAYERISCHE HYPO-UND VEREINSBANK  
	 	 	AG, NEW YORK BRANCH, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc,
	 	 	a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Matthew Main 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Matthew Main	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ William W. Stevenson 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: William W. Stevenson	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ,
	 	 	LTD., HOUSTON AGENCY, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ William S. Rogers 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: William S. Rogers	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	MORGAN STANLEY BANK, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Scott Taylor 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Scott Taylor	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
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	 	 	UBS AG, Stamford Branch, a Lender  
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa 	 
	

	 	 	 	 	 
	 

	 	 	 	Name: 	Irja R. Otsa 	 
	 

	 	 	 	Title: 	Associate Director 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mary E. Evans 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: 	 Mary E. Evans 	 
	 

	 	 	 	Title: 	Associate Director 	 
	 
	 	 	 	 	 	 
	 	 	SOCIETE GENERALE, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen W. Warfel 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: 	Stephen W. Warfel 	 
	 

	 	 	 	Title: 	Managing Diretor 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Philippe Sandmeier 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: 	Philippe Sandmeier 	 
	 

	 	 	 	Title: 	Managing Director 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Oliver Schwarz 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: 	Oliver Schwarz 	 
	 

	 	 	 	Title: 	Director 	 
	 
	 	 	 	 	 	 
	 	 	ING CAPITAL LLC, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard Ennis 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: 	Richard Ennis 	 
	 

	 	 	 	Title: 	Managing Director 	 
	 
	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	 	a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Masakazu Hasegawa 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: 	Masakazu Hasegawa 	 
	 

	 	 	 	Title: 	General Manager 	 
	 
	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK,
	 	 	NEW YORK BRANCH, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
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	 	 	DNB NOR BANK ASA, a Lender  
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sanjiv Nayar 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Sanjiv Nayar	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marcus Wendehog 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Marcus Wendehog	 	 
	 

	 	 	 	Title: First Vice President
           Associate General Counsel (Americas)	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jason York 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason York	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAM STREET COMMITMENT
	 	 	CORPORATION, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Makrinos 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Makrinos	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A., a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Peter Shen 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Peter Shen	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK HAPOALIM B.M., a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS
	 	 	BRANCH, a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
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EXHIBIT A




ACKNOWLEDGMENT AND RATIFICATION OF GUARANTOR




     The undersigned (“Guarantor”) hereby expressly (i) acknowledges the terms of the
foregoing First Amendment to Amended and Restated Revolving Credit Agreement; (ii) ratifies and
affirms its obligations under its Amended and Restated Guaranty Agreement dated as of November 19,
2007, in favor of the Administrative Agent; (iii) acknowledges, renews and extends its continued
liability under said Guaranty Agreement and Guarantor hereby agrees that its Guaranty Agreement
remains in full force and effect; and (iv) guarantees to the Administrative Agent the prompt
payment when due of all amounts owing or to be owing by it under its Guaranty Agreement pursuant to
the terms and conditions thereof.



     The foregoing acknowledgment and ratification of the undersigned Guarantor shall be evidenced
by signing the space provided below, to be effective as of the First Amendment Effective Date.



	 	 	 	 	 	 	 

	 	 	ENTERPRISE PRODUCTS PARTNERS L.P.,  
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     Enterprise Products GP, LLC,	 	 
	 

	 	 	 	     General Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bryan F. Bulawa	 	 
	 

	 	 	 	Senior Vice President and Treasurer